LITE 8-K
Lumentum Holdings Inc. (LITE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Introductory Note.
Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 29, 2023 (the “Merger Agreement”), by and among Lumentum Holdings Inc. (“Lumentum”), Crius Merger Sub Inc., a BVI business company limited by shares incorporated under the laws of the British Virgin Islands with company number 2132602 and whose registered office is located at 171 Main Street, Road Town, Tortola, British Virgin Islands, VG1110 and a direct or indirect wholly owned subsidiary of Acquiror (“Merger Sub”), Cloud Light Optoelectronics Limited, a BVI business company limited by shares incorporated under the laws of the British Virgin Islands with company number 2037335 and its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (“Cloud Light”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the agent for and on behalf of the Securityholders under the Agreement, on November 7, 2023 (the “Closing Date”), Lumentum completed its previously announced acquisition of Cloud Light through the merger of Merger Sub with and into Cloud Light (the “Merger”), with Cloud Light continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Lumentum (the time at which the Merger occurred, the “Effective Time”).
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On the Closing Date, Lumentum completed its acquisition of Cloud Light through the consummation of the Merger. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (A) each of Cloud Light’s outstanding shares were cancelled and converted into cash consideration in an amount determined in accordance with the formulas specified in the Merger Agreement (the “Per Share Consideration”), and (B) each of Cloud Light’s outstanding and vested options were cancelled and converted into cash consideration in an amount equal to the Per Share Consideration, less the exercise price of such unvested option. Additionally, in connection with the Merger, Lumentum will assume Cloud Light’s equity incentive plan and each of Cloud Light’s outstanding and unvested options, which will be converted or substituted into options to acquire Lumentum common stock having equivalent value, determined in accordance with the formulas specified in the Merger Agreement.
The foregoing description of the Merger and the Merger Agreement, and the other transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Lumentum with the Securities and Exchange Commission on October 30, 2023 and is incorporated herein by reference.
| Item 8.01. | Other Events. |
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Merger expired on November 2, 2023.
On the Closing Date, Lumentum issued a press release announcing the consummation of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K 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 expected benefits of the proposed transaction, (ii) expectations and beliefs with respect to customers. the market that combined company will serve and its market position, products and technologies of the combined company and future operations, (iii) expectations regarding the industry in which Lumentum operates and trends in such industry and related technologies, and (iv) the expected impact of the acquisition on Lumentum’s business and financial results. 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
risks that the acquisition disrupts current plans and operations; the risk of litigation and/or regulatory actions related to the acquisition; 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 Lumentum’s Annual Report on Form 10-K for the fiscal year ended July 1, 2023 as well as other filings made Lumentum with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on Lumentum’s current expectations, beliefs, estimates and projections and certain assumptions made by Lumentum, all of which are subject to change.
Lumentum undertakes 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 NO. |
Description | |
| 2.1(1)(2) | Agreement and Plan of Merger, dated as of October 29, 2023. | |
| 99.1 | Press Release of Lumentum Holdings Inc., dated November 7, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| (1) | Previously filed as Exhibit 2.1 to Lumentum’s Periodic Report on Form 8-K (File No. 001-36861), filed with the Securities and Exchange Commission on October 30, 2023, and incorporated herein by reference. |
| (2) | Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. Lumentum agrees to furnish supplemental copies of any omitted schedules to the SEC upon its request. |
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: November 7, 2023 | By: | /s/ Judy Hamel | ||||
| Judy Hamel | ||||||
| Sr. Vice President, General Counsel and Secretary | ||||||
Exhibit 99.1
LUMENTUM ANNOUNCES COMPLETION OF CLOUD LIGHT ACQUISITION
San Jose, Calif., November 7, 2023– Lumentum Holdings Inc. (NASDAQ: LITE) (“Lumentum”) today announced that it has completed its previously announced acquisition of Cloud Light Technology Limited (“Cloud Light”).
“I am excited to add Cloud Light’s high-speed optical transceiver products, differentiated technology, and talented team to Lumentum,” said Alan Lowe, Lumentum President and CEO. “Cloud operators have embraced this transaction, recognizing the enhanced customer value proposition it brings through leading-edge technology, a broader product portfolio, and strengthened supply chain security, all at a time when Artificial Intelligence is driving data center compute capacity to its limits.”
Under terms of the merger agreement, Lumentum acquired Cloud Light with a transaction value of approximately $750 million, before certain adjustments. The transaction consideration was paid in cash from Lumentum’s balance sheet and the assumption and substitution of outstanding unvested Cloud Light options.
The transaction is expected to be immediately accretive to Lumentum’s non-GAAP earnings per share and is expected to more than double Lumentum’s cloud data center infrastructure revenue in the 12-month period following the transaction close. The highly complementary combination squarely positions Lumentum as a leader in providing photonics to cloud operators, enabling more than a five-fold expansion in the company’s served opportunity inside of data centers. In the last twelve months, over 90 percent of Cloud Light’s more than $200 million in revenue was derived from 400G and higher speed products, and in their most recent quarter, over half of Cloud Light’s optical transceiver revenue was derived from 800G transceivers.
As previously announced, Lumentum will release its fiscal first quarter 2024 financial results tomorrow, Wednesday, November 8, 2023, before the market opens and host a conference call the same day at 5:30 a.m. PT/8:30 a.m. ET. During this call, Lumentum management will also provide an update on the Cloud Light transaction.
Advisors
BofA Securities served as the exclusive financial advisor to Lumentum and Wilson Sonsini Goodrich & Rosati, Professional Corporation, served as legal advisor. Morgan, Lewis & Bockius LLP served as legal advisor to Cloud Light.
About Lumentum
Lumentum (NASDAQ: LITE) is a market-leading designer and manufacturer of innovative optical and photonic products enabling optical networking and laser applications worldwide. Lumentum optical components and subsystems are part of virtually every type of telecom, enterprise, and data center network. Lumentum lasers enable advanced manufacturing techniques and diverse applications including next-generation 3D sensing capabilities. Lumentum is headquartered in San Jose, California with R&D, manufacturing, and sales offices worldwide. For more information, visit www.lumentum.com.
About Cloud Light
Cloud Light Technology Limited designs, markets, and manufactures advanced optical modules for automotive sensors and data center interconnect applications. The company’s core team has over 18 years of experience in the design of advanced optical modules, with a rich heritage in advanced manufacturing and delivering superior quality and customer experience. Founded in 2018, Cloud Light is headquartered in Hong Kong, with R&D centers in Hong Kong and Taiwan and state-of-the-art manufacturing facilities in Dongguan, China and Southeast Asia. For more information, visit www.cloudlight.com.hk.
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 expected benefits of the proposed transaction, (ii) expectations and beliefs with respect to customers. the market that combined company will serve and its market position, products and technologies of the combined company and future operations, (iii) expectations regarding the industry in which Lumentum operates and trends in such industry and related technologies, and (iv) the expected impact of the acquisition on Lumentum’s business and financial results. 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 risks that the acquisition disrupts current plans and operations; the risk of litigation and/or regulatory actions related to the acquisition; 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 Lumentum’s Annual Report on Form 10-K for the fiscal year ended July 1, 2023 as well as other filings made Lumentum with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on Lumentum’s current expectations, beliefs, estimates and projections and certain assumptions made by Lumentum, all of which are subject to change.
Lumentum undertakes no obligation to update the information contained in this communication or any other forward-looking statement.
Category: Financial
Contact Information
Investors: Kathy Ta, 408-750-3853, [email protected]
Media: Noël Bilodeau, 408-439-2140, [email protected] or Hotwire Global, [email protected]
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