LUMENTUM HOLDINGS INC. Item 8.01. Other Events.
On
The foregoing description is qualified in its entirety by reference to the joint
press release, dated
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
ability to secure regulatory approvals on the terms expected 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
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
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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
Participants in the Merger Solicitation
The directors and executive officers of NeoPhotonics may be deemed to be
participants in the solicitation of proxies from the stockholders of
NeoPhotonics in connection with the proposed transaction. Information regarding
the interests of these directors and executive officers in the transaction
described herein is included in the proxy statement described above. Additional
information regarding NeoPhotonics' directors and executive officers is also
included in NeoPhotonics' proxy statement for its 2021 Annual Meeting of
Stockholders, which was filed with the
Item 9.01. Financial Statements and Exhibits
(d) Exhibits EXHIBIT NO. Description 99.1 Joint Press Release ofLumentum Holdings Inc. and NeoPhotonics Corporation, datedJanuary 21, 2022 . 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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