On November 4, 2021, Lumentum Holdings Inc. and NeoPhotonics Corporation announced that they have entered into a definitive agreement under which Lumentum will acquire NeoPhotonics for $16.00 per share in cash, which represents a total equity value of approximately $918 million. The transaction has been unanimously approved by the boards of directors of both companies. Wilson Sonsini Goodrich & Rosati advised Lumentum on the transaction.
The addition of NeoPhotonics expands Lumentum’s opportunity in some of the fastest-growing areas of the over $10 billion market for optical components used in cloud and telecom network infrastructure. The integrated company will be better positioned to serve the needs of a global customer base that is increasingly utilizing photonics to accelerate the shift to digital and virtual approaches to work and life; the proliferation of IoT, 5G, and next-generation mobile networks; and the transition to advanced cloud computing architectures. The combination creates a stronger partner for customers, with the ability and intent to invest strongly in innovation and manufacturing capacity.
Lumentum intends to finance the transaction through cash from the combined company's balance sheet. Related to the transaction, Lumentum will provide up to $50 million in term loans to NeoPhotonics to fund anticipated growth, which may require increased working capital and manufacturing capacity. The transaction is expected to close in the second half of calendar year 2022, subject to approval by NeoPhotonics' stockholders, receipt of regulatory approvals, and other customary closing conditions.
The Wilson Sonsini team that advised Lumentum on the transaction includes:
M&A
Rob Ishii
Rich Mullen
Tracy Sevush
Ryan Cooper
Bridget Grier
Brian Chan
Corporate
Lisa Stimmell
Corporate Finance
Dana Hall
Jason Koo
Silvia Koh
Employee Benefits and Compensation
Michael Montfort
Jason Chan
Technology Transactions
John McGaraghan
Barclay Oudersluys
Sarah delos Santos
Whitman Shaw
Privacy and Cybersecurity
Matt Staples
Daniel Chen
Michael O’Brien
Diya Jajal
Employment Law
Matt Gorman
Quinn Christie
Real Estate and Environmental
Jim McCann
Brooke Elberger
Martin Sul
Export Controls
Josephine Aiello LeBeau
Anne Seymour
Anti-Corruption
Tarek Helou
Seth Cowell
For more information, please see the companies’ press release.