San Diego, March 28, 2012 (Shareholders Foundation) -- The announcement that Opnext, Inc. and Oclaro, Inc. agreed to a merger under which Opnext shareholders will receive a fixed ratio of 0.42 shares of Oclaro common stock prompted an investigation for investors in Opnext, Inc. (NASDAQ:OPXT) shares concerning whether the offer to acquire Opnext, Inc. and the buyout process are unfair to investors in NASDAQ:OPXT shares.

The investigations by law firms concern whether certain officers and directors of Opnext, Inc. breached their fiduciary duties owed to NASDAQ:OPXT investors in connection with the proposed acquisition.

On Monday, March 26, 2012, Oclaro, Inc. (Nasdaq: OCLR) 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, NASDAQ OCLR shares dropped on Wednesday to $4.25 per share, thus leaving Opnext shareholders will a potential value of $1.79 per NASDAQ:OPXT share. Furthermore, NASDAQ:OPTX shares traded during May 2011 as high as $2.88 and at least one analyst has set the high target price for NASDAQA:OPTX shares at

Therefore the investigation for NASDAQ:OPXT investors concerns whether the proposed transaction is unfair to Opnext, Inc. stockholders. Specifically the investigation focuses on whether the Opnext 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.