Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 10, 2018, the Merger was completed. At the Effective Time, each outstanding share of Oclaro common stock, par value $0.01 per
share, other than shares owned by Lumentum, Oclaro and their subsidiaries, was automatically converted into the right to receive the following consideration (collectively, the Merger Consideration), without interest:
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$5.60 in cash (the Cash Consideration); and
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0.0636 of a validly issued, fully paid and nonassessable share of Lumentum common stock, par value $0.001 per
share (the Stock Consideration) (such ratio, the Exchange Ratio).
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Each Oclaro restricted stock
unit award (an Oclaro RSU) that did not become vested at the Effective Time was converted into a Lumentum restricted stock unit award (a Lumentum RSU) with the same terms and conditions, including vesting, that were
applicable to such Oclaro RSU, except that the number of Lumentum shares subject to the Lumentum RSU equals the product of (i) the number of Oclaro shares subject to such Oclaro RSU (with any performance milestones deemed achieved based on the
maximum level of achievement) multiplied by (ii) the sum of (A) the Exchange Ratio plus (B) the quotient obtained by dividing (x) the Cash Consideration by (y) $43.189 (Lumentums average closing price for the 10 trading
days ending on December 4, 2018, the third trading day prior to the closing of the Merger), rounded down to the nearest whole share (the Equity Award Exchange Ratio).
Each Oclaro stock option (an Oclaro Option), whether vested or unvested, was converted into a Lumentum stock option (a
Lumentum Option) with the same terms and conditions, including vesting, that were applicable to such Oclaro Option, except that (i) the number of shares subject to the Lumentum Option equals the product of (A) the number of
Oclaro shares subject to such Oclaro Option multiplied by (B) the Equity Award Exchange Ratio, rounded down to the nearest whole share and (ii) the exercise price of the Lumentum Option equals (A) the exercise price per share of the
Oclaro Option divided by (B) the Equity Award Exchange Ratio, rounded up to the nearest whole cent. Notwithstanding the foregoing, any Oclaro Option that was held by an individual who was not an Oclaro employee as of immediately prior to
the closing of the Merger was cancelled and converted into the right to receive the Merger Consideration for each net option share covered by such Oclaro Option, subject to applicable withholding taxes.
In addition, each Oclaro restricted stock award (Oclaro Restricted Stock Award) and Oclaro RSU that became vested as of
immediately prior to the Effective Time (including each Oclaro Restricted Stock Award held by a
non-employee
director) was converted into the right to receive the Merger Consideration in respect of each Oclaro
share underlying such award, subject to applicable withholding taxes. Each Oclaro stock appreciation right (Oclaro SAR) was cancelled and converted into the right to receive a cash amount equal to the product of (i) the number
of Oclaro shares subject to the Oclaro SAR multiplied by (ii) the positive difference of (A) the cash equivalent value of the Merger Consideration less (B) the strike price of the Oclaro SAR, subject to applicable withholding taxes.
For additional information regarding the consideration payable to holders of Oclaro securities, see Item 3.03 of this Current Report on
Form
8-K,
which is incorporated into this Item 2.01 by reference.