MRV Announces Fourth Quarter and Full Year 2011 Financial Results

 The Company’s Optical Communications Systems business unit saw a 12% sequential increase.

CHATSWORTH, Calif.--(BUSINESS WIRE)--Mar. 15, 2012--MRV Communications, Inc. (OTCQB: MRVC) (“MRV” or the “Company”), a leading provider of optical communications network infrastructure equipment and integration and managed services, today announced financial results for the quarter and year ended December 31, 2011.

Commenting on the Company’s financial results announced today, Barry Gorsun, MRV’s chief executive officer, stated, “As the year progressed we experienced continued momentum, enabling us to report 19% sequential revenue growth in the fourth quarter. The strong end to the year resulted in another year of record revenue. While we are pleased with our top-line performance, we continue to implement initiatives designed to improve operating income, in part by removing costs, enhancing productivity and driving sales. We also focused on driving shareholder value in 2011, building off our efforts in 2010. As we enter 2012, we will continue to identify opportunities to enhance shareholder value while supporting our business units.”

MRV reported fourth quarter 2011 revenue of $74.1 million, compared with revenue of $62.5 million in the third quarter and $73.6 million in the fourth quarter of 2010. The $11.6 million sequential increase is attributable to a $9.0 million increase in the Company’s Network Integration group and, to a lesser degree, a $2.9 million increase at MRV’s Network Equipment group, partially offset by an increase in inter-segment sales between each of these two business units, which are eliminated in the Company’s consolidated reporting. Both reporting segments benefited from a seasonally strong fourth quarter with the largest sequential increases in revenue coming from the French and Italian Network Integration subsidiaries, which had softer third quarters due to weak local telecom markets. The Company’s Optical Communications Systems business unit saw a 12% sequential increase.

Gross margin for the fourth quarter of 2011 was 37.9%, down from 40.2% last quarter and 39.2% in the fourth quarter of 2010. The sequential decrease was due primarily to the Company’s Italian business unit in the Network Integration group and a decrease in the proportion of revenue contributed by the Network Equipment group which has higher margins.   

Operating expenses in the fourth quarter of $33.4 million included a $7.1 million goodwill impairment charge related to MRV’s Scandinavian subsidiary. Excluding this charge, operating expenses in the fourth quarter were $26.3 million, or 35% of revenue, compared to $21.6 million, or 35% of revenue, in the third quarter and $25.8 million, or 35% of revenue, in the fourth quarter of the prior year. The $4.7 million sequential increase included several charges that impact comparability to prior periods including $1.4 million in payments to stock option and restricted stock holders to compensate them for the loss in value of their equity grants due to the $75 million special dividend paid in November 2011, $0.5 million in severance to our former CEO, and $0.2 million in a litigation settlement. The remaining increase was due primarily to higher sales and marketing costs due to normal seasonality. Operating loss for the quarter was $5.3 million, compared with operating income of $3.4 million in the fourth quarter of 2010. This was the result of a $7.1 million goodwill impairment charge in one of MRV’s business units, and $2.1 million in other charges as described above.

On a full year basis, MRV reported revenues of $266.8 million, a $10.7 million, or 4%, increase compared to $256.0 million for 2010. Both operating segments contributed to a decline in gross margins from 43.2% last year to 40.3% in 2011.

A more detailed discussion of MRV’s 2011 fourth quarter and full year financial results, including an analysis by business segment, is included in the Management Discussion and Analysis section of the Company’s Form 10-K filed ton March 15 (2012).

About MRV Communications, Inc.

MRV Communications, Inc. is a leading global provider of carrier Ethernet, WDM optical transport, infrastructure management equipment and solutions, as well as network integration and managed services.  MRV’s solutions enable the delivery and provisioning of next-generation optical transport and carrier Ethernet services over any fiber infrastructure. MRV provides equipment and services worldwide to telecommunications service providers, enterprises, and governments, enabling network evolution and increasing efficiency, while reducing complexity and costs.  Through its subsidiaries, MRV operates R&D centers in North America and Europe, along with support centers and sales offices around the world.  For more information about MRV, visit http://www.mrv.com.

ElectroniCast - Trends in Field Installable Fiber Optic Connectors

As the number of Fiber-To-The-Home (FTTH) subscribers increase, there is an increased awareness of the importance on construction for connecting the “drop” as well as the indoor connection. Traditionally the connection is done with the mechanical splice at the outdoor cabinet or inside room of subscriber's house. It requires operators to take much care and time to handle 0.25mm diameter fiber. The following are some general opinions and assumptions of our analysis:

-         Indoors, controlled environments such as Central Offices/Head-Ends, LAN/Inside the Building (horizontal and riser), have tended to not use field installable fiber optic connectors; however, as technician skills improve as well as the products becoming more “fool-proof” there will be a continued increase in field installable fiber optic connectors.

-         Military/Aerospace, Specialty, and modules/components relatively use less field installable types.

-         Outdoor environments such as undetermined-length Telecommunication links (FTTx), some CATV links and LAN-to-LAN (or LAN) Building-to-Building, Campus links relatively incorporate more field-installable fiber optic connectors.

Of course, ElectroniCast is always updating our analysis of over 100 vendors competing for the global fiber optic connector/ mechanical splice market; however, in the “niche” (but growing) field-installable fiber optic connector category, we consider at least 17 companies with significant interest and product participation.

Contact:  stephen_montgomery@electronicastconsultants.com

Web: http://www.electronicast.com/

Active Control Releases Fiscal 2012 Second Quarter Results

Third consecutive profitable quarter

TORONTO, ONTARIO--(Marketwire - March 29, 2012) - Active Control Technology Inc. (TSX VENTURE:ACT), a leading provider in the design, manufacture and marketing of both wireless and fiber network solutions for mine communications, the design and integration of wireless battery equipped mobile platforms and the commercial security and access control industries, today announced its financial results for the second quarter of fiscal 2012 ending January 31, 2012.

The Corporation generated revenues of $1,297,314 during the quarter ended January 31, 2012, as compared to $783,024 in the quarter ended January 31, 2011. The increase is attributable to the addition of the PowerCart product line, combined with increased sales of the ActiveMine™ product.

For the six month period ended January 31, 2012, the Corporation generated revenues of $2,709,430, as compared to $1,559,352 in the corresponding period ended January 31, 2011. The increase is attributable to the addition of the PowerCart product line, combined with increased sales of the ActiveMine™ product.

The Corporation generated gross profit of $592,433 (45.7%) during the quarter ended January 31, 2012, as compared to $301,739 (38%) in the quarter ended January 31, 2011. Gross profit increased as a result of the addition of the PowerCart product line, combined with continuing operational efficiencies.

For the six month period ended January 31, 2012, the Corporation generated gross profit of $1,192,814 as compared to $544,063 in the corresponding period ended January 31, 2011. Gross profit per cent improved from 34.9% to 44%.

The Corporation has historically reported on such EBITDA, since management believes its use provides more insight into the assessment of the Corporation's performance. EBITDA is defined herein as earnings before income tax benefit (expense), interest income (expense), depreciation and amortization and non-cash stock-based compensation expense. EBITDA does not have any standardized meaning prescribed by IFRS and therefore may not conform to the definition used by other companies. EBITDA for the quarter ended January 31, 2012 was $110,855, as compared to negative $188,176 in the corresponding quarter ended January 31, 2011. For the six month period ended January 31, 2012, the Corporation generated EBITDA of $236,482 as compared to negative $548,334 in the corresponding period ended January 31, 2011.

The Corporation generated a net profit of $12,232 or $0.001 per share during the quarter ended January 31, 2012, as compared to a net loss of $293,392 or $0.025 per share for the quarter ended January 31, 2011. The profit is attributed to an increase in sales of the ActiveMine™ product, combined with increased product margins while obtaining a significant decrease in operating expenses for the quarter.

For the six month period ended January 31, 2012, the Corporation generated a net profit of $96,067, as compared to a net loss of $758,877 for the corresponding period ended January 31, 2011.

Priorities for the business in fiscal 2012 continue to include winning new mine and cart opportunities, a continued focus on product development initiatives, with the objective of reducing product and operational costs. Active is pleased with its continuing trend of generating positive cash flow and operating results and expects this trend to continue throughout fiscal 2012.

About Active Control Technology

Active Control Technology is a leading provider in the design, manufacture and marketing of wireless and fiber network solutions for mine communications, mobile power solutions and the commercial security and access control industries. The Corporation has three product lines: ActiveMine™, a fully integrated wireless and/or fiber communications and locating technology for underground coal mines, PowerCart™, a leader in solutions requiring backup and mobile power and ActiveSecure™, a family of wireless products for the access control industry. Located in Burlington and Mississauga, Ontario, Canada, and Medina, Ohio, USA, Active Control Technology trades publicly on the TSX Venture Exchange under the symbol ACT. For more information, visit www.activecontrol.com.

The unaudited financial statements for the second quarter ended January 31, 2012 and January 31, 2011 and management's discussion and analysis of the results of operations can be found at www.sedar.com.

Get more out of your mine.™

Cautionary Note Regarding Forward-Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and, as such, are subject to risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such as changes in demand for and prices for the products of the Company or the materials required to produce those products, labour relations problems, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements, except as required by law. The reader is cautioned not to put undue reliance on such forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

    Active Control Technology

    Jonathan Emanuel

    416-315-1510

    jemanuel@activecontrol.com

    www.activecontrol.com

Integrated transmitter on silicon

The HELIOS partners demonstrated an integrated tunable transmitter on silicon. For the first time, a tunable laser source has been integrated on silicon, which represents a key milestone towards fully integrated transceivers

The transmitter incorporates a hybrid III-V/Si laser-fabricated by direct bonding, which exhibits 9 nm wavelength tunability and a silicon Mach-Zehnder modulator with high extinction ratio (up to 10 dB), leading to an excellent bit-error-rate performance at 10 Gb/s.

Based on the heterogeneous integration process developed by the CEA-Leti and III-V lab, III-V materials such as InP can be integrated onto silicon wafers. The fabrication process starts on 200mm Silicon on Insulator (SOI) wafers where the silicon waveguides and modulators are fabricated on CEA-Leti 200mm CMOS pilot line. Then, InP heterostructures are directly bonded to the SOI wafer, followed by the laser processing. Finally, metallization steps are performed for contacting the modulators, the heaters above ring resonators and the hybrid III-V/Si lasers.

The laser itself exhibits a maximum output power around 6.5 mW at 20°C, and still higher than 1 mW at 60°C. A single mode operation with SMSR larger than 35 dB is achieved. By thermally tuning the ring resonator placed inside the laser cavity, we achieved a tuning range of 7 nm.

The silicon modulator is a depletion type lateral pn junction modulator. For a reverse bias of 4 V, the 3 dB modulation bandwidth is around 13 GHz, and the 4 dB bandwidth is around 25 GHz.

Bit Error Rate (BER) measurements have been made at 10 Gb/s using a peuso-random binary sequence (PRBS) of a length of 27 – 1. At different wavelengths, we can achieve error free operation with BER < 10-9 with open eye diagrams for all those channels. The extinction ratio of all those wavelengths varies from 6 to 10 dB.

 

CEA (Atomic Energy Commission) is a French Governmental Research Organisation (15000 employees) devoted to both fundamental and industrial R&D. CEA-LETI is one of the major European research centres for applied electronics. More than 85% of its activity is dedicated to research finalised with external partners. Nearly 1,600 men and women are serving innovation and the transfer of technology in key domains. As the preferred contact of the industrial world, CEA-LETI has sparked the creation of nearly thirty high-technology start-ups, including Soitec, world leader in silicon on insulator

CEA-Leti is located in Grenoble where it benefits from 11000 m² state-of-the-art clean rooms, up to 300 mm wafer size, with equipment worth some 200 M€ (40 M€ are invested each year to maintain the equipment park). The yearly CEA-Leti budget was 174 M€ in 2006. Léti is one of the main groups behind Minatec, Europe’s main Centre of Excellence in Micro- and Nano-technology, that brings together more than 4,000 research, industry and education partners in Grenoble. CEA-LETI benefits from platforms within Minatec which group expertise and resources found nowhere else in Europe, such as the 300 mm silicon technology platform, the 200 mm microelectronics platform, the 200 mm MEMS200 microsystems platform, the nanocharacterisation platform, the Upstream platform and the Design platform.

Activities within HELIOS

“Photonics on CMOS” is one the emerging programs with already important achievements obtained with French laboratories under French Research minister contracts. CEA/LETI was involved in the IST project PICMOS. CEA will use the 200mm fabrication facility for the fabrication of all the devices.

CEA-LETI will be the HELIOS project leader, i.e. it will: drive project and ensure the respect of the timing, the milestones and deliverables.

CEA-LETI is involved in the development of major building blocks (sources, modulators, detectors), process integration, fabrication of demonstrators.

Further information

For further information about HELIOS, please contact:

Laurent Fulbert: +33 438 78 38 45 (laurent.fulbert[at]cea.fr)

Jean-Marc Fedeli: +33 438 78 68 79 (jean-marc.fedeli[at]cea.fr)

CEA-LETI website : www.leti.fr

CEA website: www.cea.fr

Fiber Fusion Splicer Features System Auto Test

Toronto, Canada – GAO Comm is offering its fiber fusion splicer which features system auto test ensuring the best outcome based on operating conditions. It is designed for single mode fiber, multimode fiber, dispersion-shifted fiber (DSF), non-zero dispersion-shifted fiber (NZ-DSF) and erbium-doped fiber (EDF).

This compact fiber fusion splicer, model C0210001, offers both manual and automatic splicing modes. The single fiber fusion splicer features simultaneous X and Y views, a short splicing time of eight seconds and an impressive tube heating time (sleeve shrinking time) of 40 seconds. It detects the fiber end-face and adjusts parameters automatically. It can store 8000 groups of splice records. The splicer has a reversible monitor with control panel on each side.

The single fiber fusion splicer automatically adjusts to environmental conditions using built-in temperature, humidity and pressure sensors which provide constant feedback signals to control the fusion arc temperature. This compact fiber fusion splicer is an ideal tool for construction and maintenance of fiber and cable in both field and laboratory applications.

This fiber fusion splicer belongs to GAO’s family of Fusion Splicers. Another product in this line is Digital Fiber Fusion Splicer which is an ideal tool for construction and maintenance of fiber and cable in both field and laboratory applications. GAO Comm provides various optical and electrical equipment and test instruments for use in telecommunications, CATV, power industry and for science and research.

EMCORE Sells VCSEL Assets to Sumitomo Electric Device Innovations USA, Inc

ALBUQUERQUE, N.M., March 28, 2012 (GLOBE NEWSWIRE) -- EMCORE Corporation (Nasdaq:EMKR), a leading provider of compound semiconductor-based components and subsystems for the fiber optics and solar power markets, announced today that it had entered into a definitive agreement, subject to closing conditions, to sell certain assets and transfer certain obligations of its Vertical Cavity Surface Emitting Lasers (VCSEL)-based product lines to Sumitomo Electric Device Innovations USA, Inc. (SEDU). The consideration for this sale will be $17 million in cash, subject to closing adjustments.

The assets to be sold include fixed assets, inventory and intellectual property for the VCSEL-based product lines within EMCORE's fiber optics business unit. These product lines include VCSEL and photodiode components, parallel optical transceiver modules, and active optical cables. EMCORE will retain its Telecom and Broadband fiber optics products that include its market leading tunable lasers, tunable XFPs, Cable TV modules and transmitters, FTTx transceivers, Indium Phosphide (InP)-based lasers, photodiodes, and modulators, video transport and specialty photonics products. 

The sale of the VCSEL product line allows EMCORE to focus its fiber optics product portfolio in areas of strong product differentiation. In fiscal year 2011, the VCSEL-based product lines contributed approximately 5% of EMCORE's overall revenue.

Furthermore, this sale of the VCSEL-based product lines is expected to simplify EMCORE's operating structure, reduce fixed costs, and improve market focus. EMCORE's core competencies in compound semiconductor-based products and performance capabilities remain the cornerstones of its Fiber Optics business, addressing high-speed fiber optic transmission for telecom, broadband, and military and defense applications.

"The decision to sell the VCSEL-based product lines is strategic and market driven," stated Dr. Hong Hou, EMCORE's Chief Executive Officer. "Our product and technology portfolio is strongly aligned to support current and future requirements in tunable, coherent high-speed transmission systems and next-generation broadband architectures. The proceeds from the transaction significantly improve our balance sheet and the sale is expected to reduce the time to reaching profitability. Along with the improved operating model, the transaction will benefit our customers as we focus our investment in telecom, broadband and specialty photonics products to remain industry leaders in those respective product lines in our fiber optic business segment."

The transaction is expected to close shortly after securing regulatory approval by the Committee on Foreign Investment in the United States ("CFIUS").

About EMCORE

EMCORE Corporation offers a broad portfolio of compound semiconductor-based products for the broadband, fiber optics, satellite and solar power markets. EMCORE's Fiber Optic segment offers optical components, subsystems and systems for high-speed data and telecommunications networks, cable television (CATV) and fiber-to-the-premise (FTTP), as well as specialty photonics technologies for defense and homeland security applications. EMCORE's Photovoltaic segment provides products for both satellite and terrestrial applications. For satellite applications, EMCORE offers high-efficiency Gallium Arsenide (GaAs) solar cells, Covered Interconnect Cells (CICs) and panels. For terrestrial applications, EMCORE is adapting its high-efficiency GaAs solar cells for use in solar concentrator systems. For further information about EMCORE, visit http://www.emcore.com.

About Sumitomo Electric Device Innovations USA, Inc., (SEDU)

Sumitomo Electric Device Innovations USA, Inc., (SEDU), a subsidiary of Sumitomo Electric Inc, is a leading provider of optical components and modules to the telecom, CATV, broadband, and data communications markets. SEDU offers a comprehensive array of transceivers, transmitters, receivers, lasers, photodiodes, and passive components. SEDU also provides a comprehensive line of RF high power wireless solutions. SEDU focuses on the Americas market, while drawing on the well-established global presence of Sumitomo to achieve integrated support to customer facilities throughout the world. http://www.sei-device.com.

Forward-looking statements:

This release contains forward?looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including forward?looking statements regarding the asset sale transaction contemplated by the Company's master purchase agreement with SEDU, the possibility of obtaining regulatory approvals for that transaction and the Company's future prospects. These statements are neither promises nor guarantees, but involve risks and uncertainties that could cause actual results to differ materially from those set forth in the forward?looking statements, including, without limitation, risks relating to the likelihood of obtaining regulatory and other approvals necessary to consummate the asset sale transaction with SEDU, risks related to our ability to profitably grow our company, and other risks detailed in our filings with the SEC, including those detailed in EMCORE's Annual Report on Form 10-K under the caption "Risk Factors," as updated by EMCORE's subsequent filings with the SEC, all of which are available at the SEC's website at http://www.sec.gov. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. EMCORE Corporation does not intend, and disclaims any obligation, to update any forward?looking information contained in this release or with respect to the announcements described herein.

Graphene-based optical modulators poised to break speed limits

Scientists at the University of California, Berkeley discovered that graphene makes an excellent active media for optical modulators. 

Graphene-based modulators are expected to significantly enhance ultrafast optical communication and computing.  Modulators play a vital role in communications due to their switching ability, because this is what controls the speed that data packets can travel through networks. As the speed of data pulses sent out increases, it means that greater volumes of information can be transmitted.

"We demonstrated a graphene-based optical modulator with a broad optical bandwidth (1.35-1.6 µm), a small device footprint (25 µm2), and high operational speed (1.2 GHz at 3dB) under ambient conditions—all of which are essential for optical interconnects for future integrated optoelectronic systems," says Ming Liu, a post-doctoral researcher working at UC Berkeley's NSF Nanoscale Science and Engineering Center. "The modulation efficiency of a single layer of a hexagonal carbon atom is already comparable to, if not better than, traditional semiconductor materials, which are orders of magnitude larger in active volume."

Looking into future applications, graphene-based modulators could be very compact and potentially perform at speeds up to 10 times faster than today's technology allows. They may someday enable consumers to stream full-length, high-definition, 3-D movies onto their smartphones within mere seconds.

Provided by Optical Society of America

Oclaro and Opnext Agree to Merge

  SAN JOSE, Calif. & FREMONT, Calif., March 26, 2012 /PRNewswire/ -- Oclaro, Inc. (Nasdaq: OCLR), a tier-one provider and innovator of optical communications and laser solutions, and Opnext, Inc. (Nasdaq: OPXT), a global leader in the design and manufacture of optical modules, components and subsystems, today announced that they have entered into a definitive agreement to merge in an all-stock transaction.  Under the terms of agreement, Opnext shareholders will receive a fixed ratio of 0.42 shares of Oclaro common stock for every share of Opnext common stock they own.

The Oclaro and Opnext merger is expected to mark a major transformation in the optical industry, bringing together over 30 years of combined telecom and datacom optical technology innovation.  The broad product portfolio, technology innovation, engineering resources, cost structure and strategic customer relationships of the combined company are expected to expand its opportunities for growth and to create long-term shareholder value.

Data-intensive applications such as video and cloud computing, and the proliferation of mobile devices, are driving the need for increased performance and bandwidth throughout the core optical networks, at the heart of the world's Internet traffic.  These trends are also forcing enterprises and data centers to upgrade and deploy new data communications infrastructures.  


"This merger clearly will be a unique and transformational opportunity for both Oclaro and Opnext," said Alain Couder, chairman and CEO, Oclaro.  "Our respective customers want to work with fewer, more strategic suppliers who can deliver the breadth of technologies they need.  Through this merger, the companies' complementary and vertically-integrated product portfolios, scale, and heritage of technology innovation will put the merged company in that valued strategic partner and leadership role.  By doing so, and at the same time saving significant costs, we also expect to generate substantially more long-term value for shareholders than either company could deliver alone."

In addition to the telecom and datacom markets, there is a large and growing opportunity for laser diodes in a range of high-growth industrial and consumer markets.  Through this transaction, the combined company will be the largest supplier of laser diodes for industrial and consumer applications.  With a substantial portfolio of products and technologies, the combined company is well positioned to accelerate innovation and inroads into these high-volume markets.

The combined heritage of Oclaro and Opnext comes from some of the leading optical technology innovators over more than 30 years, including Hitachi, Nortel, Alcatel, Marconi, Corning, Opnext, Bookham and Avanex.

"Opnext and Oclaro share a rich history bringing to market some of the industry's most advanced optical technology innovations over more than three decades," said Harry Bosco, chairman and CEO, Opnext.  "I am excited by the unique opportunity that will be created by this combination for customers, shareholders and for the employees of the merged company, who will leverage this deep legacy of technology innovation to lead the optical components and modules market and to achieve critical mass in the industrial and consumer laser diode segments."

The combined company will be led by Alain Couder, who will serve as chairman and CEO. Upon closing, Harry Bosco will join the combined company's board of directors.

Transaction Details
Upon the close of the transaction, Opnext shareholders will own approximately 42% of the combined company.
The combined company is expected to achieve positive non-GAAP operating income in the first full quarter after the close and is expected to achieve annualized cost synergies of $35 million to $45 million within 18 months of the close of the transaction. The company expects restructuring and system integration costs to total $20 million to $30 million.
The transaction is subject to customary closing conditions, including approval by the shareholders of both companies and the receipt of regulatory approvals in the U.S., and is expected to close within three to six months.
Oclaro and Opnext will each be filing the full text of the merger agreement with the Securities and Exchange Commission (the "SEC") on Form 8-K within four business days of the date of this release.  Investors and security holders of each company are advised to review those filings for the full terms of the proposed combination, as well as any future filings made by the companies, including the Form S-4 Registration Statement and related Joint Proxy Statement/Prospectus. (See below under "Additional Information and Where to Find It").

About Oclaro
Oclaro, Inc. (NASDAQ: OCLR) is a tier-one provider and innovator of optical communications and laser components, modules and subsystems for a broad range of diverse markets, including telecommunications, industrial, scientific, consumer electronics and medical.  Oclaro is a global leader, dedicated to photonics innovation with cutting-edge research and development (R&D) and chip fabrication facilities in the U.S., U.K., Italy, Switzerland, Israel, Korea and Italy, and in-house and contract manufacturing sites in China and Thailand, with design, sales and service organizations in most of the major regions around the world. For more information, visit http://www.oclaro.com.
About Opnext
Opnext (NASDAQ:OPXT) is the optical technology partner of choice supplying systems providers and OEMs worldwide with one of the industry's largest portfolios of 10Gbps and higher next generation optical products and solutions. The Company's industry expertise, future-focused thinking and commitment to research and development combine in bringing to market the most advanced technology to the communications, defense, security and biomedical industries. Formed out of Hitachi, Opnext has built on more than 30 years of experience in advanced technology to establish its broad portfolio of solutions and solid reputation for excellence in service and delivering value to its customers. For additional information, visit www.opnext.com.
Forward-Looking Statements
This press release, including statements by management, contain statements about management's future expectations, plans or prospects and its business, and together with the assumptions underlying these statements contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to: (i) statements about the benefits of the merger involving Oclaro and Opnext, including potential synergies and cost savings and the timing thereof; (ii) future financial and operating results following the merger; (iii) the combined company's plans, objectives, expectations and intentions with respect to future operations, products and services; (iv) the competitive position and opportunities for the combined company; (v) the impact on the merger on the market for the combined company's products; (vi) the non-GAAP operating income and integration costs of the combined company; and (vii) other statements identified by words such as "potential," "expected," "plan," "estimate," "intend," "will,"  "should", "believe", "target", or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of Oclaro's and Opnext's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Oclaro and Opnext. Actual results may differ materially from the results anticipated in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: (i) the failure of the merger to close for any reason; (ii) the competitive position and opportunities for the combined company; (iii)general business and economic conditions; (iv) the performance of financial markets; (v) risks relating to the consummation of the contemplated merger, including the risk that required stockholder approval and regulatory agencies might not be obtained in a timely manner or at all or that other closing conditions are not satisfied; (vi) the impact on the merger on the markets for the combined companies optical, industrial and consumer products; (vii) the failure of the combined company to realize synergies and cost-savings from the transaction or delay in realization thereof; (viii) the businesses or employees of Oclaro and Opnext not being combined and integrated successfully, or such combination taking longer or being more difficult, time-consuming or costly to accomplish than expected; (ix) operating costs and business disruption following the merger, including adverse effects on employee retention and on our business relationships with third parties; (x) the future performance of the combined company following the closing of the merger; (xi) the combined company's ability to maintain gross margins; (xii) effects of fluctuating product mix on results; (xiii) the combined company's ability to timely develop and commercialize new products; (xiv) the combined company's ability to respond to evolving technologies and customer requirements; (xv) the combined company's dependence on a limited number of customers for a significant percentage of its projected revenues; (xvi) the combined company's ability to effectively compete with companies that have greater name recognition, broader customer relationships and substantially greater financial, technical and marketing resources; (xvii) increased costs related to downsizing and compliance with regulatory requirements in connection with such downsizing, competition and pricing pressure; (xviii) the combined company's potential lack of availability of credit or opportunity for equity based financing; (xix) the combined company's risks associated with international operations; (xx)  the combined company's outcome of tax audits or similar proceedings; and (xxi) the outcome of pending litigation against Oclaro or Opnext. Additional factors that can cause the results to materially differ than those described in the forward-looking statements can be found in the most recent Form 10-Q, most recent Form 10-K and other periodic reports filed by Oclaro and Opnext, with the Securities and Exchange Commission. They each anticipate subsequent events and developments may cause their views and expectations to change.  Neither Oclaro nor Opnext assumes any obligation, and they specifically disclaim any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed business combination involving Oclaro and Opnext. In connection with the proposed transaction, Oclaro and Opnext plan to file documents with the SEC, including the filing by Oclaro of a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of Oclaro and Opnext plan to file with the SEC other documents regarding the proposed transaction. Investors and security holders of Oclaro and Opnext are urged to carefully read the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Oclaro and Opnext because they will contain important information about the proposed transaction. Investors and security holders may obtain free copies of the documents filed with the SEC on Oclaro's website at www.oclaro.com or Opnext's website at www.opnext.com or the SEC's website at www.sec.gov. Oclaro, Opnext and their respective directors and executive officers may be deemed participants in the solicitation of proxies with respect to the proposed transaction. Information regarding the interests of these directors and executive officers in the proposed transaction will be included in the Joint Proxy Statement/Prospectus described above. Additional information regarding the directors and executive officers of Oclaro is also included in Oclaro's proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on September 9, 2011, and additional information regarding the directors and executive officers of Opnext is also included in Opnext's proxy statement for its 2012 Annual Meeting of Stockholders, which was filed with the SEC on January 26, 2012, respectively.
Participants in the Solicitation
Foros acted as financial advisor to Oclaro and Blackstone Advisory Partners L.P served as financial advisor to Opnext.

ElectroniCast - Fiber Optic Sensor Market Forecast

ElectroniCast Forecast of global consumption of Point and Continuous types of fiber optic sensors, of various technology and measurand quantity, used in various applications.

Explanation of the Market Forecast Data Base Spreadsheets:

All database spreadsheets (presented in Microsoft Excel format) can be found in the Database section of the ElectroniCast study report.

The market forecast data are presented for fiber optic sensors, segmented by the following functions:

·        Consumption Value (US$, million)

·        Quantity (number/units in Thousands)

·        Average Selling Prices (ASP $, each) 

The consumption value is determined by multiplying the number of units by the average selling price. The average selling prices are based on the price of the fiber optic sensor at the initial factory level.  The consumption values are based on the end-user application and the end-user region.

The database details, for each fiber optic sensor by type, 2010-2015 by region plus global summary.  

The data are presented in three independent sorts:

                       

• Point Fiber Optic Sensors (by measurand quantity-type)- COMPONENT LEVEL

• Continuous Distributed Fiber Optic Sensors (by technology type) – SYSTEM LEVEL (optical fiber/cable, plus sensing elements – only)

• Optical Communication Signal Analysis Interface- COMPONENT/MODULES               

This database is divided into eight (8) major sections (see “TABS” at the bottom of each spreadsheet):

§  Global – Point Sensors

§  America – Point Sensors

§  EMEA – Point Sensors

§  APAC – Point Sensor

§  Continuous Distributed Fiber Optic Sensor Systems (Global and Regions)

§  OSA (Optical Communication Signal Analysis Interface Components/Modules

§  Product Matrix for over 140 Fiber Optic Sensor (and related) Companies

§  Additional Market Forecast Data Tables

                       

Fiber Optic Point Sensors: Applications are listed in the left-side column on each spreadsheet (worksheet).

Fiber Optic Point Sensors: Measurand (type of measurement performed) is shown at the top of each worksheet (scroll down the Excel rows to find each Measurand type in each POINT Sensor Tab.

Optical Signal Analysis (OSA) Sensors: Applications are listed in the left-side column on each spreadsheet (worksheet).

Fiber Optic Point Sensors Applications covered in this report:

·        Manufacturing Process/Factory

·        Civil Engineering/Construction (buildings, bridges, tunnels, etc)

·        Military/Aerospace/Security

·        Test & Measurement used in Telecommunication, CATV, Private/Enterprise

·        Biomedical/Science

·        Petrochemical/Energy/Utilities/Natural Resources

·        Automotive/Vehicle

Sensing/Measuring Quantity (Measurand) The Fiber Optic Point Sensor Forecast is segment further by the following sensing/measuring quantity (measurand) types:

·        Mechanical Strain

·        Temperature

·        Pressure

·        Chemical, Gas, Liquid

·        Vibration, Acoustic, Seismic

·        Displacement, Acceleration, Proximity

·        Electric and Magnetic Field - Fiber Optic Sensors

·        Rotation (such as Fiber Optic Gyroscopes: FOGs)

Continuous Distributed Fiber Optic Sensor (System): The Global Summary and each Region are in the same Tab (Global is the first set of data, then America, then EMEA, and finally APAC.

Continuous Distributed Fiber Optic Sensor (System): Applications are listed in the left-side column.

Continuous Distributed Fiber Optic Sensor (System): Technology used is listed under each Application Total.

Continuous Distributed Sensor Applications/Technologies covered in this Forecast:

·        Manufacturing Process/Factory

o        Interferometric (continuous technique only)

o        Raman back-scattering for distributed temperature sensing (DTS)

o       Brillouin waves for distributed temperature and strain sensing (DTSS)

·        Civil Engineering/Construction (buildings, bridges, tunnels, etc)

o        Interferometric (continuous technique only)

o        Raman back-scattering for distributed temperature sensing (DTS)

o       Brillouin waves for distributed temperature and strain sensing (DTSS)

·        Military/Aerospace/Security

o        Interferometric (continuous technique only)

o        Raman back-scattering for distributed temperature sensing (DTS)

o       Brillouin waves for distributed temperature and strain sensing (DTSS)

·        Petrochemical/Energy/Utilities/Natural Resources

o        Interferometric (continuous technique only)

o        Raman back-scattering for distributed temperature sensing (DTS)

o       Brillouin waves for distributed temperature and strain sensing (DTSS)

·        Biomedical/Science

o        Interferometric (continuous technique only)

o        Raman back-scattering for distributed temperature sensing (DTS)

o       Brillouin waves for distributed temperature and strain sensing (DTSS)

Database: OSA       The market forecast for sensing elements, components and modules used in optical communication signal analysis are located in the OSA worksheet TAB.

 These include components, sampling/interface modules and intra-enclosure (board-level) elements directly used for fiber optic sensing measurements, used in equipment such as –Oscilloscopes, OTDRs, Bit Error Rate Testers, Signal Generators, Spectrum Analyzers, and numerous other test/measurement/monitoring equipment used for communication/optical signal processing applications.

Note:  this data does not include the entire test/measurement or monitoring equipment, only the optical interface components/modules are quantified in the market data.  The forecast is segmented by the following applications:             

·        Telecommunications

·        Private Enterprise Data Networks

·        Cable TV

·        Military/Aerospace/Security

·        Other

NOTE: Any applicable fiber optic POINT sensor probe, which is counted (quantified) in the POINT fiber optic sensor market forecast (chapter 2 and also in the Excel worksheets) may also be “double-counted” in the Optical Communication Signal Processing Analysis (OSA) Interface Components/Modules Market Forecast (chapter 4 and the OSA category in the Excel worksheets). Also, therefore, the POINT sensor market data and the OSA market data should not be added and summed together.

To find the forecast of use of a particular fiber optic sensor type in a particular region, first locate the fiber optic sensor Data Base section for a particular REGION or the Global Summary, and then locate the sensor-type within a specific application structure of that regional section (TAB at the bottom of the spreadsheets).

The forecast for each fiber optic sensor-type in each region is in terms of quantity/K (multiplier of 1,000), value ($ Million) and average price (US dollars/$ per each unit). 

Note that, for a particular fiber optic sensor-type, the average prices differ slightly, and price change rates differ slightly depending on the application and by region.  This results from different typical purchase quantities, multi-year versus one-time contracts, different detailed specifications and other factors.

            Historical estimated data are presented for 2010, plus the year-by-year forecast through 2015.  The average growth rates of value, quantity and price for years 2010-2015 are shown in the right hand column on each database sheet.  

Published in November (2011)... Fee is $6,800

Contact: stephen_montgomery@electronicastconsultants.com