July 6, 2012 (Update) -- Opnext agrees to settle merger litigation. The Company agreed to the settlement solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing. The settlement will not affect the merger consideration to be received by Opnext stockholders or the timing of the special meeting of Opnext stockholders scheduled for July 17, 2012.
San Diego, April 9, 2012 (Shareholders Foundation) -- An investor in NASDAQ:OPXT shares filed a lawsuit against directors of Opnext, Inc. in effort to stop the proposed takeover of Opnext, Inc. by Oclaro, Inc. under which Opnext shareholders will receive a fixed ratio of 0.42 shares of Oclaro common stock.

According to the complaint the plaintiff alleges that defendants breached their fiduciary duties owed to NASDAQ:OPXT stockholders arising out of the attempt to sell Opnext at an unfair price via an unfair process to Oclaro, Inc.

On March 26, 2012, Oclaro, Inc. and Opnext, Inc. (Nasdaq: OPXT) announced that they have entered into an 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.

Based on a closing $4.66 price of NASDAQ:OCLR shares on March 26, 2012 Opnext shareholders will receive a value of $1.96 per share.

However, the plaintiff alleges that the offer by Oclaro is unfair to Opnext shareholders and undervalues the company. In fact, NASDAQ:OPTX shares traded during May 2011 as high as $2.88 and in February as high as $4.17 per share.