NeoPhotonics Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01. | Other Events. |
On July 29, 2022, NeoPhotonics Corporation (“NeoPhotonics”) and Lumentum Holdings Inc. (“Lumentum”) 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. The pending acquisition of NeoPhotonics by Lumentum pursuant to the Merger Agreement is expected to close on or about August 3, 2022.
The foregoing description is qualified in its entirety by reference to the joint press release issued by NeoPhotonics and Lumentum, 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 NeoPhotonics and Lumentum 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 NeoPhotonics and Lumentum’s 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 NeoPhotonics and Lumentum, 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.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Joint Press Release of NeoPhotonics Corporation and Lumentum Holdings Inc., dated July 29, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEOPHOTONICS CORPORATION | ||||||
| Date: July 29, 2022 | By: | /s/ Elizabeth Eby | ||||
| Elizabeth Eby | ||||||
| Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||