Lumentum Holdings Inc. acquired NeoPhotonics Corporation, a maker of optical components and transceiver modules, completing the deal on August 3, 2022. The companies signed the merger agreement on November 3, 2021; eligible NeoPhotonics common shareholders were entitled to $16.00 in cash per share under its terms.
Who acquired NeoPhotonics, and when?
Lumentum Holdings Inc. agreed to acquire NeoPhotonics Corporation through a merger with its wholly owned Neptune Merger Sub, Inc. The merger agreement was dated November 3, 2021, and Lumentum announced completion on August 3, 2022. NeoPhotonics survived the merger as a wholly owned Lumentum subsidiary. The merger agreement and Lumentum’s closing announcement establish the key dates and legal result.
What did NeoPhotonics shareholders receive?
Under the merger agreement, each eligible NeoPhotonics common share converted into the right to receive $16.00 in cash, without interest, subject to the agreement’s terms and exceptions. One exception was for shares with properly exercised appraisal rights. Lumentum’s closing announcement said shareholders received $16.00 per share.
How does the $16-per-share figure differ from the reported deal value?
The $16.00 amount is the merger consideration for each eligible common share; it is not the same measure as Lumentum’s later accounting total. In its fiscal 2024 Form 10-K, Lumentum reported $934.4 million in total purchase price consideration and $315.3 million in goodwill arising from the acquisition. Those are acquisition-accounting figures, not alternate per-share terms. Lumentum’s fiscal 2024 filing reports the later figures.
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Why did Lumentum say it wanted the acquisition?
Lumentum said the acquisition expanded its opportunities in optical components for cloud and telecom network infrastructure. In its fiscal 2023 filing, the company situated the combination amid growing use of photonics, the Internet of Things, 5G and next-generation mobile networks, and advanced cloud-computing architectures. These statements describe Lumentum’s rationale; the cited filings do not establish that the acquisition caused particular subsequent operating results. Lumentum’s fiscal 2023 filing provides that context.
At closing, Lumentum President and CEO Alan Lowe said: “I am excited to unite NeoPhotonics’ differentiated products and technology and talented team with those of Lumentum.” The comment reflects the acquirer’s view of the deal at the time it closed. The closing announcement also notes Lowe’s welcome to NeoPhotonics employees and his thanks to CEO Tim Jenks and the leadership team.
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