Oclaro Signs Definitive Agreement to Sell Amplifier & Micro-Optics Business to II-VI Incorporated for $88.6 Million

Oclaro Signs Definitive Agreement to Sell Amplifier & Micro-Optics Business to
                     II-VI Incorporated for $88.6 Million

PR Newswire

SAN JOSE, Calif., Oct. 10, 2013

SAN JOSE, Calif., Oct. 10, 2013 /PRNewswire/ --Oclaro, Inc. (NASDAQ: OCLR), a
leading provider and innovator of optical communications solutions, today
announced that it has signed a definitive agreement to sell its Amplifier and
Micro-Optics business (the Business) to II-VI Incorporated (NASDAQ:IIVI) for
$88.6 million.

(Logo: http://photos.prnewswire.com/prnh/20130129/SF49903LOGO)

The effective date of the closing is dependent upon the receipt of certain
regulatory clearances and is expected to be on or about November 1, 2013.
Upon closing, II-VI will pay Oclaro $79.6 million in cash. II-VI previously
paid Oclaro $5 million for a 30-day option to buy the Business, which has been
credited against the $88.6 million purchase price. The remaining $4 million
will be held by II-VI subject to traditional post-closing conditions.

"The sale of our amplifier business to II-VI is another important milestone in
Oclaro's reinvention and return to financial stability," said Greg Dougherty,
Oclaro CEO. "This transaction is another validation of the value of our
technology, intellectual property and, most importantly, our people. The
infusion of cash from our recent transactions with II-VI are critical
catalysts to further our restructuring and turnaround plans."

In connection with the agreement, II-VI has purchased the amplifier and
related subsystems business, and its micro-optics product lines, including
intellectual property, inventory and equipment. II-VI will also hire
approximately 145 employees of Oclaro, primarily located in Horseheads, NY,
San Jose, CA and Shanghai, China. Revenues for the Business were approximately
$94 million for the fiscal year ended June 29, 2013.

Service agreements will be established between the companies to ensure a
smooth transition for our customers.

Imperial Capital acted as financial advisor to Oclaro.

About Oclaro

Oclaro, Inc. (NASDAQ: OCLR) is one of the largest providers of optical
components, modules and subsystems for the optical communications market. The
company 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, Korea and Japan. It has in-house and contract
manufacturing sites in China, Malaysia 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.

Safe Harbor Statement

This press release contains statements about management's future expectations,
plans or prospects of Oclaro and its business, and together with the
assumptions underlying these statements, constitute forward-looking statements
for the purposes of the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995. These forward-looking statements include
statements concerning (i) expectation regarding the sale of its Amplifier and
Micro-optics business, (ii) closing the sale of the Amplifier business, (iii)
expectations regarding the sale of its Zurich business, (iv) restructuring
Oclaro for the future, (v) simplifying Oclaro's operating footprint, (vi)
progress toward Oclaro's target business model, including financial guidance
for the fiscal quarter ending September 28, 2013 regarding revenue, non-GAAP
gross margin and Adjusted EBITDA, and (vii) Oclaro's market position and
future operating prospects. Such statements can be identified by the fact that
they do not relate strictly to historical or current facts and may contain
words such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," "will," "should," "outlook," "could," "target," "model," and other
words and terms of similar meaning in connection with any discussion of future
operations or financial performance. There are a number of important factors
that could cause actual results or events to differ materially from those
indicated by such forward-looking statements, including (i) Oclaro's ability
to close the sale of the optical amplifier and micro optics business
("Amplifier business") (ii) the future performance of Oclaro and its ability
to effectively integrate the operations of acquired companies following the
closing of acquisitions and mergers, including its merger with Opnext, and to
effectively restructure its operations and business following the sale of its
Zurich and Amplifier businesses in accordance with its business plan, (iii)
the potential inability to realize the expected and ongoing benefits and
synergies of acquisitions and mergers and benefits of asset dispositions, (iv)
the impact to our operations, revenues and financial condition attributable to
the flooding in Thailand, (v) the impact of continued uncertainty in world
financial markets and any resulting reduction in demand for our products, (vi)
our ability to meet or exceed our gross margin expectations, (vii) the effects
of fluctuating product mix on our results, (viii) our ability to timely
develop and commercialize new products, (ix) our ability to reduce costs and
operating expenses, (x) our ability to respond to evolving technologies and
customer requirements and demands, (xi) our dependence on a limited number of
customers for a significant percentage of our revenues, (xii) our ability to
maintain strong relationships with certain customers, (xiii) our ability to
effectively compete with companies that have greater name recognition, broader
customer relationships and substantially greater financial, technical and
marketing resources than we do, (xiv) our ability to effectively and
efficiently transition to an outsourced back-end assembly and test model, (xv)
our ability to timely capitalize on any increase in market demand, (xvi)
increased costs related to downsizing and compliance with regulatory and legal
requirements in connection with such downsizing, (xvii) competition and
pricing pressure, (xviii) the potential lack of availability of credit or
opportunity for equity based financing, (xix) the risks associated with our
international operations, (xx) Oclaro's ability to service and repay its
outstanding indebtedness pursuant to the terms of the applicable agreements,
(xxi) the outcome of tax audits or similar proceedings, (xxii) the outcome of
pending litigation against the company, (xxiii) Oclaro's ability to maintain
or increase its cash reserves and obtain financing on terms acceptable to it
or at all, and (xxiv) other factors described in Oclaro's most recent annual
report on Form 10-K and other documents it periodically files with the SEC.
The forward-looking statements included in this announcement represent
Oclaro's view as of the date of this announcement. Oclaro anticipates that
subsequent events and developments may cause Oclaro's views and expectations
to change. Oclaro specifically disclaims any intention or obligation to update
any forward-looking statements as a result of developments occurring after the
date of this announcement.



SOURCE Oclaro, Inc.

Website: http://www.oclaro.com
Contact: Oclaro, Inc., Jerry Turin, Chief Financial Officer, 408-383-1400,
ir@oclaro.com; or Investor Contact, Jim Fanucchi, Darrow Associates, Inc.,
(408) 404-5400, ir@oclaro.com