UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☐ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☒ | Soliciting Material under §240.14a-12 |
NeoPhotonics Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies:
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(2) | Aggregate number of securities to which transaction applies:
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(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) | Proposed maximum aggregate value of transaction:
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☐ | Fee paid previously with preliminary materials. | |||
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(4) | Date Filed:
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This Schedule 14A filing consists of the updated Employee FAQs sent to employees of NeoPhotonic Corporation, a Delaware corporation (“NeoPhotonics”), relating to the proposed acquisition of NeoPhotonics by Lumentum Holdings Inc., a Delaware corporation (“Lumentum”), pursuant to the terms of an Agreement and Plan of Merger, dated November 3, 2021, by and among NeoPhotonics, Lumentum and Neptune Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Lumentum.
The updated Employee FAQs was first used or made available on November 4, 2021.
Employee FAQ
1. | What are the contents of today’s announcement? |
• | We have reached an agreement to be acquired by Lumentum Holdings. |
• | Lumentum is a leading provider of complementary photonic solutions for optical networking and lasers for the industrial and consumer markets, and this transaction will broaden the available product and technology portfolio we are able to offer to our customers. |
• | Combining with Lumentum will place us in position to better serve the needs of our customers by enhancing our product offerings while creating even stronger relationships with our suppliers. |
• | The combined company will be several times larger than NeoPhotonics alone, with a broad range of product, technology and business growth opportunities. |
• | This announcement is an agreement. The transaction will require regulatory approval in the United States and China before the transaction can close. It is expected that regulatory approval will take several quarters to obtain. |
• | During this time period until the transaction closes with Lumentum, NeoPhotonics remains an independent company and will operate independently. |
2. | Why is Lumentum acquiring NeoPhotonics? |
• | Lumentum’s optical components and subsystems are part of virtually every type of telecom, enterprise, and data center network, and they also offer lasers that enable advanced manufacturing techniques and other diverse applications. |
• | NeoPhotonics brings our leading portfolio of complementary high-speed coherent solutions for optical communications, including our industry leading external cavity ultra-pure light tunable lasers, high baud rate coherent receivers and modulators, silicon photonics, complete 400ZR module solutions, lasers and optical ICs, plus passives and switches. |
• | Combining with Lumentum will place us in position to better serve our customers with an expanded technology and product portfolio.. |
3. | What does this mean for my job? Should I expect any changes to my compensation or title? |
• | The continuity of our business for all of our stakeholders, including our employees, is absolutely crucial. Until the close of the transaction, we will continue to run our business independently and execute our growth path going forward. |
• | It will be business as usual and we will continue ramping our growth products while the transaction approval process moves toward completion. |
• | As such, we will all continue in our respective roles as we do today. |
• | Lumentum tells us that they have a large number of open roles – people matter. |
• | As NeoPhotonics will continue to operate independently, we will not transition into Lychee or take new roles. Such actions would not occur until the transaction closes. |
4. | What does it mean to “operate independently”? |
• | It is essential that NeoPhotonics continue to operate separately and independently as it did before agreeing to the transaction. This is a legal and regulatory requirement. |
• | You should not share competitively sensitive information with Lumentum unless you are part of the ongoing diligence or integration planning. |
• | Until the transaction closes, we cannot do any of the following with Lumentum: |
• | Agree on prices or other terms for customers |
• | Allocate customers or refer customers to Lumentum |
• | Make joint sales calls, joint proposals or jointly negotiate terms |
• | Have NeoPhotonics undertake new projects for Lumentum, or discontinue or change planned projects or R&D at the direction of Lumentum |
• | Work on projects for Lumentum or allow Lumentum employees work on projects for us |
• | Implement any post-acquisition plans |
• | If there are circumstances that require you to communicate with Lumentum about topics that you would not have prior to the acquisition, please work with your supervisor, Ferris, or anyone on the Legal team to ensure compliance. |
5. | When or what changes will take place with regards to benefit and stock plans: |
• | NeoPhotonics will continue to operate independently until the close. Therefore, NeoPhotonics benefits plan will continue in each geography. |
• | As we continue to operate independently, the NeoPhotonics pay and bonus programs and practices continue. |
• | For programs including RSUs, and SARs, we will publish separate notices on each of these as details are worked out. However, these programs are continuing without change through the close of the acquisition. |
• | Similarly, treatment of NeoPhotonics stock in the transaction will be a topic of separate notices as these details are worked out. |
• | For our ESPP program, if you are currently participating in the ESPP program, your participation will continue as before through the end of the current purchase period which ends November 15, 2021. You will not be able to make any changes to your ESPP elections. After the November 15, 2021 purchase period, there will not be any further purchase periods and your participation will automatically end. |
6. | When will this take place? |
• | We anticipate that this transaction will close in the second half of 2022 as regulatory approvals can take an extensive period of time. Until the transaction is closed, NeoPhotonics remains an independent company. |
7. | What has to be done before the transaction closes? |
• | The transaction is subject to receipt of antitrust regulatory approval in the US and China, as well as other customary closing conditions, including the approval of NeoPhotonics shareholders. |
8. | What other changes should I expect? |
• | While we have reached this agreement, it will not close for several quarters and there are still many factors that we are not yet in a position to address. We are committed to being transparent as more details are developed and we will maintain an open line of communication with our team. |
9. | Is Tim staying onboard? |
• | Tim will continue to lead the company as CEO and the exec staff will continue in their current roles as we continue to operate with business as usual. |
• | Continuity of our business for all of our stakeholders, including our employees, is absolutely crucial. |
• | We will plan integration in the months and quarters ahead. Our business is highly complementary to theirs. |
10. | Will our office locations change? |
• | NeoPhotonics and Lumentum have complementary locations in the US, Canada, Japan and China. |
• | In the months ahead plans will be made on locations and will be the subject of future notices and plans are made. |
11. | When will I find out more information? |
• | Tim will hold town hall meetings on November 4 (US/Can) / November 5 (JP/China). |
• | Additionally, if you have any immediate questions, please reach out to your manager or to HR. |
12. | What should I tell our customers? |
• | We are notifying external parties with whom we do business and will be in communication with them as this process progresses. |
• | If you are customer- or supplier-facing, you will be receiving a set of helpful talking points to utilize when speaking with your contacts. |
• | If you need such input, please contact Ferris Lipscomb. |
• | Tim and Lumentum’s CEO will be talking with top customers, as will Brad Wright and our sales managers. If you need input, please contact Brad Wright. |
• | Outside of this coordinated communication, do not coordinate with Lumentum on sales (or any other) activities. Please contact anyone on the legal team if you have any questions about what activities are allowed. |
13. | What should I tell our service providers? |
• | We are notifying external parties with whom we do business and will be in communication with them as this process progresses. |
• | If you are in regular communications with service providers, you will be in receipt of a set of helpful talking points to utilize when speaking with your contacts. |
• | If you need such input, please contact Ferris Lipscomb or your site executive. |
14. | What should we tell our suppliers? |
• | We are notifying external parties with whom we do business and will be in communication with them as this process progresses. |
• | If you interface with our suppliers, you will be in receipt of talking points to utilize when speaking with your contacts. |
• | If you need such input, please contact Ferris Lipscomb or your site executive.. |
15. | What kind of information can be shared with Lumentum employees? |
• | Do not contact your counterpart at Lumentum or begin cooperation on any aspect of the business with Lumentum. If there are any questions on this point or if someone from Lumentum reaches out to you, please contact Barbara Rogan in USA or Luqian Hu in China immediately. |
• | The two companies will continue to operate independently for the next several quarters. Until the acquisition is completed, our relationship with Lumentum doesn’t change. |
• | As is always the case, you may not share any confidential information. As the announcement and press release are public information, you may discuss this public information. However, you may not discuss any specifics about our business, operations or financial performance. |
• | Until the transaction is completed, we will continue to operate as separate companies, and you should maintain the confidentiality of all NeoPhotonics’ proprietary information. In particular, Non-disclosure Agreements between NeoPhotonics and other companies remain in force and protect such confidential information. These may not be shared with Lumentum employees. |
16. | What do I do if the press, analysts or external lawyers contact me? |
• | Please do not discuss anything with any of these constituents. Refer them to the appropriate contacts below. Please do not comment about the transaction on social media. |
• | Until the close of the acquisition, contact: Tim Jenks, Beth Eby, Ferris Lipscomb, Barbara Rogan, Raymond Cheung or Takeshi Nakamura. |
17. | Whom should I contact for investor related questions? |
• | Until the close, contact: Tim Jenks, Beth Eby or Ferris Lipscomb. |
• | In China, questions should be referred to Raymond Cheung . |
• | In Japan, questions should be referred to Takeshi Nakamura. |
18. | Have any changes been made to the stock trading window? Can I buy or sell Lumentum or NeoPhotonics stock at the present time? |
• | Our trading window is currently closed. We will announce when the next trading window will open – we are targeting late November. |
• | Until the transaction is complete, trading NeoPhotonics stock you own will continue to be subject to the NeoPhotonics insider trading policy. If you are currently designated as an “insider” you will continue to be subject to the additional legal requirements of the NeoPhotonics insider trading policy. |
• | Note that while waiting for the transaction to close, the stock price usually reflects both the transaction price and the probability of the deal closing. |
19. | Caution on Social Media Posting: |
• | Please post on LinkedIn Only. |
• | You must use the following messaging exactly: |
We are excited to announce that NeoPhotonics Corporation and Lumentum Holdings Inc. have entered into a definitive agreement under which NeoPhotonics will be acquired by Lumentum. For more information please see our press release on our investor relations website at https://ir.neophotonics.com, and other important information here: https://ir.neophotonics.com/static-files/36f86dbf-723e-4f7a-a98b-f22002e69c17
• | If you wish to include a graphic, please use this one: |
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 Securities and Exchange Commission, including reports filed on Form 10-K, 10-Q and 8-K and in other filings made by NeoPhotonics and Lumentum with the SEC from time to time and available at www.sec.gov. These forward looking statements are based on current expectations, and with regard to the proposed transaction, are based on Lumentum’s and NeoPhotonics’ current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by NeoPhotonics and Lumentum, all of which are subject to change.
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 business combination involving Lumentum and NeoPhotonics. NeoPhotonics will file relevant materials with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction, including a proxy statement on Schedule 14A. Under the proposed terms, promptly after filing its proxy statement with the SEC, NeoPhotonics will mail or otherwise make available the proxy statement and a proxy card to each stockholder entitled to vote at the annual meeting relating to the proposed transaction. NEOPHOTONICS STOCKHOLDERS AND OTHER INVESTORS ARE ADVISED TO CAREFULLY READ 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 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 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 will be able to obtain these materials (when they are available and filed) free of charge at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by Lumentum (when they become available) may be obtained free of charge on Lumentum’s website at www.lumentum.com or by contacting Lumentum’s Investor Relations Department at investor.relations@lumentum.com. Copies of documents filed with the SEC by NeoPhotonics (when they become available) may be obtained free of charge on NeoPhotonics’ website at https://ir.NeoPhotonics.com/ by contacting NeoPhotonics’ Investor Relations at ir@NeoPhotonics.com.
Participants in the 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 will be 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 SEC on April 16, 2021. These documents are available free of charge as described in the preceding paragraph.