Press Releases
NeoPhotonics Announces Definitive Agreement to Acquire the Semiconductor Optical Business Unit of LAPIS Semiconductor
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Adds Key Capabilities for Data Rates of 100G and Beyond
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Strengthens NeoPhotonics Solutions for High Speed Telecom and
Datacom Applications
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Expands Broad Materials Platform for PIC Integration
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Strengthens Existing Customer Base in Critical Japan Market
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Provides Entry in to High-Speed Semiconductor IC Market
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Significantly Expands Intellectual Property with over 150
Patents and Patent Applications
SAN JOSE, Calif.--(BUSINESS WIRE)--Jan. 22, 2013--
NeoPhotonics Corporation (NYSE: NPTN), a leading designer and
manufacturer of photonic integrated circuit, or PIC, based modules and
subsystems for bandwidth-intensive, high speed communications networks,
today announced it has entered into a definitive agreement to acquire
the semiconductor optical components business unit (OCU) of LAPIS
Semiconductor Co., Ltd. LAPIS Semiconductor is a wholly-owned subsidiary
of ROHM Co. Ltd. OCU is to be acquired by NeoPhotonics Semiconductor GK,
a Japanese subsidiary of NeoPhotonics.
Today’s rapidly accelerating demand for bandwidth is driving increasing
needs for capable, scalable telecommunication networks. These advanced
network systems are increasingly relying upon photonic integration
technologies based on advanced components and scalable device
integration approaches. This transaction is intended to further
accelerate the development of NeoPhotonics Photonic Integrated Circuit
(PIC) technology by coupling complex optical devices and analog
semiconductor ICs within the same platform. In addition, the
NeoPhotonics technology portfolio would expand to include high speed
semiconductor devices for signal generation and amplification, which are
designed to enable advanced modulation methodologies, enhanced
performance, and reduced power consumption in communications networks.
“We are excited about signing this definitive acquisition agreement as
LAPIS Semiconductor OCU is a leading provider of high speed devices for
communications,” said Tim Jenks, NeoPhotonics Chairman and CEO. “LAPIS
Semiconductor OCU provides a broad range of lasers, drivers, and
detectors for high speed 100G applications. We believe the company’s
technologies are well-suited for data rates in optical networks beyond
100G as well. We also believe this acquisition can enhance our ability
to provide customers with innovative and technologically advanced
optical communication products, which can benefit our customers as they
strive to accelerate the delivery of scalable high speed and high
bandwidth connectivity.
“The transaction is a natural step in the relationship between
NeoPhotonics and LAPIS Semiconductor OCU, as the businesses have been
collaborating closely on high speed coherent technology development for
the past four years. Further we plan to leverage our existing sales
channels after the acquisition, as the two businesses serve many common
customers. The transaction will provide NeoPhotonics with revenue from
OCU’s advanced lasers and drivers used in many of today’s 100G
client-side data transmission modules,” concluded Mr. Jenks.
NeoPhotonics Semiconductor GK, an indirect wholly-owned subsidiary of
NeoPhotonics Corporation, has agreed to pay approximately $36.8 million
in cash, which is comprised of approximately $21.2 million in cash,
before adjustments for the business unit and an additional $15.6 million
over three years for the associated real estate. The acquisition
agreements provide for the purchase of the LAPIS Semiconductor OCU
business, together with a portfolio of more than 150 patents and patents
applications, its campus and high speed semiconductor and laser and
detector fabrication facility. Payments will be made in Japanese Yen.
Following completion of the transaction, NeoPhotonics intends to combine
and operate the business as NeoPhotonics Semiconductor GK in its current
location near Tokyo, Japan.
The LAPIS Semiconductor OCU business is a leader in high speed
semiconductor and high speed laser and photodetector devices for
communications networks. The company’s, lasers, photodetectors and
analog semiconductor integrated circuits (ICs) are critical elements of
coherent and other high speed optical transmission devices. OCU was an
early innovator in high speed optoelectronics and the business today is
among the leading producers of both analog electronic ICs and photonic
solutions for the current generation of 100G modules used in
accelerating deployments.
The LAPIS Semiconductor OCU business unit is not a standalone company;
therefore historically it has not prepared separate financial
statements, and audited financial information for the business unit is
not yet available. Based on preliminary unaudited pro forma financial
information provided by management of LAPIS Semiconductor, OCU had
revenue of approximately $45 million for the first nine months ended
September 30, 2012. For the same period, approximately 30% of revenue
attributable to OCU was from network equipment manufacturers that are
also customers of NeoPhotonics, approximately 6% of revenue attributable
to OCU was from NeoPhotonics, and the remainder attributable to OCU was
from other optical module manufacturers and test and measurement
customers. Based on company estimates, the addition of OCU is expected
to be accretive to the company’s Adjusted EBITDA within the first year
following the transaction. Following the consummation of the sale
transaction, NeoPhotonics will file with the Securities and Exchange
Commission the required historical and pro forma financial results
reflecting the acquisition.
The board of directors of each company has approved the transaction. The
parties expect the transaction to close in the second quarter or sooner.
Completion of the transaction is subject to various customary
closing conditions.
Conference Call
NeoPhotonics will host a conference call at 8:00 A.M. Eastern Standard
Time on Tuesday, January 22, 2013. The public is invited to listen to a
live webcast of the conference call on the Investor Relations section of
the company website at http://ir.neophotonics.com.
The conference call can be accessed by dialing 877-419-6603 if you are
calling from within the United States or 719-325-4874 if you are calling
from outside the United States. The passcode for the call is 8045463. A
replay of the webcast will be available on the Investor Relations
section on the company’s website approximately two hours after the
conclusion of the call.
About NeoPhotonics
NeoPhotonics is a leading designer and manufacturer of photonic
integrated circuit, or PIC, based modules and subsystems for
bandwidth-intensive, high-speed communications networks. The company’s
products enable cost-effective, high-speed data transmission and
efficient allocation of bandwidth over communications networks.
NeoPhotonics maintains headquarters in San Jose, California and ISO
9001:2000 certified engineering and manufacturing facilities in Silicon
Valley (USA) and Shenzhen, China. NeoPhotonics has been included in the
Russell 3000® Index since June 2011. For additional
information, visit www.neophotonics.com.
About LAPIS Semiconductor
LAPIS Semiconductor is a leading total-silicon solutions provider in the
ever-expanding digital communications market. LAPIS Semiconductor has
the expertise and experience in technology development and products
manufacturing to support a wide array of customers and a multiplicity of
customer demands. As the result of the highly synergetic union with ROHM
Co., Ltd. in 2008, LAPIS Semiconductor continues to support the new
digital future by developing and providing innovative products to the
market. For additional information, visit www.lapis-semi.com.
© 2013 NeoPhotonics Corporation. All rights reserved. NeoPhotonics and
the red dot logo are trademarks of NeoPhotonics Corporation. All other
marks are the property of their respective owners.
Forward Looking Statements
This press release contains forward-looking statements within the
meaning of applicable securities laws. Statements that are not
historical facts, including statements about our beliefs, expectations
and future performance, are forward-looking statements. The use of any
of the words “intend”, “believe”, “may”, “would”, “will”, “expect”,
“anticipate”, “estimates”, and similar expressions are intended to
identify forward-looking statements. In particular, forward looking
statements in this press release include, but are not limited to, the
anticipated timing of the completion of the transaction; the impact of
the transaction on NeoPhotonics, including the anticipated benefits and
costs, of the proposed acquisition; future opportunities for
NeoPhotonics and the LAPIS Semiconductor OCU business unit; suitability
of OCU’s technologies for next-generation networks; market and industry
trends; and the plans, strategies and objectives of management for
future operations.
The foregoing forward-looking statements are based on NeoPhotonics’
current expectations and are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed in
the forward-looking statements, including, but not limited to, the risk
that the acquisition will not close or that closing will be delayed; the
risk that integrating OCU’s technology, employees or operations may be
more difficult, time-consuming or costly than expected; the risk that
OCU’s or the NeoPhotonics business may not perform as expected due to
transaction-related uncertainty or other factors (including, without
limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers); uncertainties related to customer
demand and the ability to develop technologies and match production with
customer demands; pricing trends and fluctuations in the semiconductor
industry; cost increases; the impact of recent uncertainty and
volatility in global economic conditions and in the telecommunications
and semiconductor industries; natural disasters, civil unrest, acts of
terrorism, or other supply chain disruptions; and other risks and
uncertainties listed in the recent Form 10-Q filed by NeoPhotonics
Corporation with the U.S. SEC on November 9, 2012, to which your
attention is directed. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date
hereof, and NeoPhotonics and Rohm Semiconductor undertake no obligation
to update these forward-looking statements to reflect subsequent events
or circumstances.
Source: NeoPhotonics Corporation
NeoPhotonics Corporation
JD Fay, Chief Financial Officer
Phone:
+1-408-895-6086
or
Sapphire Investor Relations, LLC
Erica
Mannion, Investor Relations
Phone: +1-415-471-2700
Email: ir@neophotonics.com
or
LouVan
Communications Inc.
Michael Newsom, Public Relations
Phone
+1-508-541-9036
Email: mike@louvanpr.com
