On April 19, Cambridge Technology issued a progress announcement on the acquisition of 100% equity in Oclaro Japan SPV.
According to the announcement, on April 18, Cambridge Technology designated Cambridge Industries USA Inc. (“CIG USA”), a wholly-owned subsidiary, as the implementing entity of the transaction, and paid the transaction counterparty by wire transfer in accordance with the acquisition agreement and subsidiary agreement. The purchase price payable to the buyer was $ 29 million.
The seller has confirmed receipt of the payment and delivered to the buyer the 100% equity of the target asset, namely SPV. At this point, the settlement process for both parties has been completed. SPV has become a wholly-owned subsidiary of Cambridge Technology since the completion of the settlement. The new name of the SPV company is "CIG Photo nics Japan Limited", and the changed name of the SPV company will take effect on April 19, 2019.
Cambridge Technology acquires Oclaro Japan
On March 5, Shanghai Cambridge Technology Co., Ltd. negotiated with Lumentum Holdings Inc. (hereinafter referred to as "Lumentum") and its subsidiary Oclaro Japan, Inc. (hereinafter referred to as "Oclaro Japan"). The three parties on March 5, 2019 Japan signed a purchase agreement and a subsidiary agreement.
A portion of Oclaro Japan's operating assets, personnel, and business is acquired in cash by Cambridge Technology or a designated subsidiary of Cambridge Technology, and Oclaro Japan will use these operating assets, personnel, and business to establish special purpose companies (hereinafter referred to as "SPV companies" ") Cambridge Technology or a designated subsidiary of Cambridge Technology will acquire a 100% stake in the SPV company.
Cambridge Technology
It is understood that Oclaro Japan originated from the optical fiber component division that was split from Hitachi in September 2000 and merged with Oclaro Inc. in July 2012. It has always been the industry leader in terms of technology, form factor, performance, and introduction of new optical modules. Dominate the optical module market.
With the rise of the data communications market in recent years, Oclaro Inc. faces fierce competition from the market. After Oclaro Inc. was acquired by Lumentum, in order to focus more on its differentiated indium phosphide photonic chip functions, Lumentum decided to sell Oclaro Inc.'s optical transceiver sub-assembly and optical module business.
Therefore, Lumentum split the optical transceiver sub-assembly and optical module business, personnel, and production equipment of Oclaro Inc., established SPV, and transferred it to Cambridge Technology for $ 41.6 million (about 279 million yuan).
The author was informed that some of the operating assets, personnel and businesses acquired by Cambridge Technology include optical transmitters and components, optical receivers and components, and optical transceivers in the world's leading telecommunications-grade and data center interconnection areas owned by Oclaro Inc. Modules, including 100G LAN WDM mid-to-long distance series, 5G wireless network transmission series, 100G (PAM4 technology) single wavelength series, 200G PAM4 series and 400G PAM4 series and related technologies and related technologies that have been in mass production and under development.
It also covers the licensing of intellectual property rights for related products, including the authorization to develop and innovate based on this authorization; the core design of related products, including related design documents, design expertise, and production document transfer; related platform production technologies and production processes, and related technical expertise. Transfer; related production materials include production lines and production equipment (mainly in Japan, Thailand and China) and key stocks (mainly in Japan and Thailand).
Transfer of related R & D personnel (mainly in Japan) and R & D laboratory equipment; transfer of related production management personnel (mainly in Japan) and production laboratory equipment; transfer of related markets, products, and other management personnel (mainly in Japan).
Cambridge Technology revealed that SPV will become a wholly-owned subsidiary of Cambridge Technology or a designated subsidiary of Cambridge Technology in Japan, and its office space will be in the same office building of the original Oclaro Japan, Inc. The R & D and other personnel of all the above transfer relationships continued to enter the Cambridge technology operation platform without interruption.
The transaction content includes, in addition to the above, key customer relationship transfer, key supply chain relationship transfer, and key foundry relationship transfer.
Cambridge Technology said that the company and Lumentum Holdings Inc. signed a special agreement to establish a strategic supply relationship. At the best price, Cambridge Technology gives priority to the supply of key components such as its industry-leading lasers, and related products are allowed to retain the Oclaro trademark for a period of time.
Acquisition of 100% stake in OclaroJapan SPV completed
According to public information, Cambridge Technology is a leading ODM / JDM / OEM manufacturer, focusing on the research and development and production of wired and wireless access, optical modules and complete products. The headquarter is located in Shanghai, China. Through the purchase of some assets of MACOM's Japanese subsidiary, Cambridge Technology has entered the scale production, continuous innovation and global sales of data center interconnects and carrier-grade 100G high-speed optical components.
The author was informed that SPV has also been established on March 11, 2019, with the Japanese name "名称 ク ス ト フ ォ ト ニ ク ス Corporation" and the English name "Opnext Photonics, Inc.". The company's main business is the development, design, manufacturing, sales and maintenance of components related to optical transceivers; all businesses related to the previous item.
Cambridge Technology
In the recent announcement on the acquisition of 100% equity in Oclaro Japan SPV, Cambridge Technology also revealed that on April 18, 2019, the seller has confirmed receipt of the payment and delivered the purchaser's 100% equity in the underlying asset to the buyer.
At this point, the settlement process for both parties has been completed, and SPV has become a wholly-owned subsidiary of the company since the completion of the settlement. The new name of the SPV company is "CIG Photo nics Japan Limited" ), The changed name of SPV will take effect on April 19, 2019.
According to the announcement, according to the acquisition agreement and the subsidiary agreement, the total price of the transaction is US $ 41.6 million, of which US $ 15.1 million in inventory, including US $ 5 million of orders in transit and foundries that remain after asset delivery, The production instructions and production plans for the next few months (including inventory and in-transit) are subject to SPV employees' retirement obligations. Cambridge does not need to pay this amount immediately, and SPV pays when employees retire. Only the remaining $ 29 million is cash that needs to be paid immediately.
It is understood that after the completion of the transaction, Cambridge Technology has fully obtained the management and management rights of SPV, and the company intends to have the right to independently determine all matters such as the business operation and expansion of SPV. In addition, Cambridge Technology will appoint certain directors, senior managers or core management personnel and core technical (business) personnel as the chairman and directors of SPV. All major decisions of SPV's operations must be approved by the Cambridge Technology Board to ensure that Effectively control it.
Cambridge Technology also added that in order to ensure the normal operation of SPV, Cambridge Technology and Lumentum signed a TSA (Transfer and Transfer Service) agreement. At the operational level, Cambridge Technology's measures include, but are not limited to, retaining existing office locations and refraining from existing operations for a certain period Significant adjustments in the management structure and organizational structure of the target, these measures minimize employees' concerns about the changes and instability brought about by the acquisition.