An investigation on behalf of investors, who currently hold shares of Oclaro, Inc. (NASDAQ: OCLR), was announced concerning whether the takeover of Oclaro, Inc. by Lumentum Holdings Inc for a value of approximately $9.99 per share is unfair to NASDAQ: OCLR stockholders.

The investigation by a law firm concerns whether certain officers and directors of Oclaro, Inc. (breached their fiduciary duties owed to NASDAQ: OCLR investors in connection with the proposed acquisition.

On March 12, 2018, Lumentum Holdings Inc. and Oclaro, Inc. announced that the two companies have signed a definitive agreement, unanimously approved by the boards of directors of both companies, pursuant to which Lumentum will acquire all of the outstanding common stock of Oclaro. For each share of Oclaro stock held, Oclaro stockholders will be entitled to receive $5.60 in cash and 0.0636 of a share of Lumentum common stock, subject to the terms of the definitive agreement. The transaction values Oclaro at $9.99 per share or approximately $1.8 billionin equity value, based on the closing price of Lumentum's stock on March 9, 2018, of $68.98.

However, given that at least one analyst has set the high price target for NASDAQ:OCLR at $12.00 per share, the investigation concerns whether the offer is unfair to NASDAQ: OCLR stockholders. More specifically, the investigation concerns whether the Oclaro Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

Oclaro, Inc. reported that its annual Total Revenue rose from $407.91 million to $600.96 million in 2017 and that its Net Income increased from $8.58 million in 2016 to $127.85 million in 2017.