Oclaro, Inc. designs, manufactures, and markets optical components, modules, and subsystems for the long-haul, metro, and data center markets worldwide.

According to the Complaint, the terms of the Proposed Transaction were memorialized in a March 12, 2018, filing with the Securities and Exchange Commission on Form 8-K attaching the definitive Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, Oclaro will become an indirect wholly-owned subsidiary of Lumentum, and Oclaro shareholders will receive a mix of cash and stock totaling $5.60 in cash and 0.0636 shares of Lumentum common stock for each share of Oclaro common stock they own. At the time of the signing of the Merger Agreement, Lumentum shares were trading for $68.98, resulting in an approximate valuation of Oclaro shares at $9.99 per share. Thereafter, on May 17, 2018, Lumentum filed a Registration Statement on Schedule S-4 with the Securities and Exchange Commission in support of the Proposed Transaction.

The Complaint alleges the Proposed Transaction is unfair and undervalued for a number of reasons. Significantly, the S-4 describes an insufficient sales process in which the Board only paid lip service to its fiduciary duties by creating a special committee of the Board to serve as an “M&A Committee”. However, the S-4 reveals that the M&A Committee was inherently flawed as Defendant, the Company CEO, and an inside Director, who stands to receive tens of millions of dollars upon the consummation of the Proposed Transaction, was selected to sit on the committee.

This case was voluntarily dismissed on July 27, 2018. A related case continues under Docket 18-CV-03435.

On January 15, 2019, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed an amended Complaint on April 15. Defendants filed a Motion to Dismiss the amended Complaint on June 20. On October 8, 2020, the Court issued an Order granting in part and denying in part Defendants' Motion to Dismiss. Plaintiff was given leave to amend the Complaint. On September 21, 2021 Lead Plaintiff filed a second amended Complaint. Defendants filed Motions to Dismiss the second amended Complaint on October 25.

On January 11, 2022, the Court struck the second amended Complaint for being filed well past the Court's deadline. The Motions to Dismiss were terminated as moot. The parties were directed to proceed on the claims sustained in the dismissal Order of October 8, 2020.

On January 18, 2023, the parties notified the Court that they had reached an agreement in principle to settle the case. On March 16, the parties entered into a Stipulation of Settlement. The Court granted preliminary approval of the Settlement on August 28.