UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| 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 |
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). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LUMENTUM HOLDINGS INC. | ||||||
| Date: Jul 29, 2022 | By: | /s/ Wajid Ali | ||||
| Wajid Ali | ||||||
| Chief Financial Officer | ||||||