Item 8.01. Other Events.
On July 29, 2022, Lumentum Holdings Inc. ("Lumentum") and NeoPhotonics
Corporation ("NeoPhotonics") issued a joint press release announcing that
antitrust clearance has been obtained from the State Administration for Market
Regulation (SAMR) of the People's Republic of China for the previously announced
pending acquisition of NeoPhotonics by Lumentum pursuant to the terms of the
Agreement and Plan of Merger, dated as of November 3, 2021 (the "Merger
Agreement"), by and among Lumentum, NeoPhotonics, and Neptune Merger Sub, Inc.,
a wholly owned subsidiary of Lumentum. Lumentum expects the closing of its
acquisition of NeoPhotonics pursuant to the Merger Agreement to occur on or
about August 3, 2022.
The foregoing description is qualified in its entirety by reference to the joint
press release issued by Lumentum and NeoPhotonics, dated July 29, 2022, a copy
of which is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements
generally relate to future events, including the timing of the proposed
transaction and other information related to the proposed transaction. In some
cases, you can identify forward-looking statements because they contain words
such as "may," "will," "should," "expects," "plans," "anticipates," "could,"
"intends," "target," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these words or other
similar terms or expressions that concern the proposed transaction and our
expectations, strategy, plans or intentions regarding it. Forward-looking
statements in this communication include, but are not limited to,
(i) expectations regarding the timing, completion and expected benefits of the
proposed transaction, (ii) plans, objectives and intentions with respect to
future operations, customers and the market, and (iii) the expected impact of
the proposed transaction on the business of the parties. Expectations and
beliefs regarding these matters may not materialize, and actual results in
future periods are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. These risks include the risk
that the transaction may not be completed in a timely manner or at all; the
effect of the announcement or pendency of the transaction on our business
relationships, results of operations and business generally; risks that the
proposed transaction disrupts current plans and operations; the risk of
litigation and/or regulatory actions related to the proposed transaction;
potential impacts of the Covid-19 pandemic; changing supply and demand
conditions in the industry; and general market, political, economic and business
conditions. The forward-looking statements contained in this communication are
also subject to other risks and uncertainties, including those more fully
described in filings with the Securities and Exchange Commission, including
reports filed on Form 10-K, 10-Q and 8-K and in other filings made by Lumentum
and NeoPhotonics with the SEC from time to time and available at www.sec.gov.
These forward-looking statements are based on current expectations, and with
regard to the proposed transaction, are based on Lumentum's and NeoPhotonics'
current expectations, estimates and projections about the expected date of
closing of the proposed transaction and the potential benefits thereof, its
business and industry, management's beliefs and certain assumptions made by
Lumentum and NeoPhotonics, all of which are subject to change.
The parties undertake no obligation to update the information contained in this
communication or any other forward-looking statement.
Additional Information and Where to Find It
This communication is being made in respect of a proposed transaction involving
Lumentum and NeoPhotonics. NeoPhotonics filed a definitive proxy statement on
Schedule 14A with the Securities and Exchange Commission (the "SEC") on
December 23, 2021 in connection with the proposed transaction. Under the
proposed terms, promptly after filing its proxy statement with the SEC,
NeoPhotonics mailed or otherwise made available the proxy statement and a proxy
card to each stockholder entitled to vote at the annual meeting relating to the
proposed transaction. This communication is not a substitute for the proxy
statement or any other document that NeoPhotonics may file with the SEC or send
to its stockholders in connection with the proposed transaction. The proxy
statement described above contains important information about the proposed
transaction and related matters. NEOPHOTONICS STOCKHOLDERS AND OTHER INVESTORS
ARE ADVISED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN
RESPECT OF THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THOSE
DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. LUMENTUM AND
NEOPHOTONICS URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT
DESCRIBED ABOVE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders are
able to obtain the preliminary proxy statement, the definitive proxy statement
and other relevant materials in connection with the proposed business
combination (when they are available and filed) free of charge at the SEC's
website, www.sec.gov. Copies of documents filed with the SEC by Lumentum (when
they become available) may be obtained free of charge on Lumentum's website at
www.lumentum.com or by contacting Lumentum's Investor Relations Department at
investor.relations@lumentum.com. Copies of documents filed with the SEC by
NeoPhotonics (when they become available) may be obtained free of charge on
NeoPhotonics' website at https://ir.NeoPhotonics.com or by contacting
NeoPhotonics' Investor Relations at ir@neophotonics.com.
--------------------------------------------------------------------------------
No Offer
This Current Report on Form 8-K does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering would be
unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT
NO. Description
99.1 Joint Press Release by Lumentum Holdings Inc. and NeoPhotonics
Corporation dated July 29, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
LUMENTUM HOLDINGS INC. 
