Oclaro, Inc. (NASDAQ: OCLR), a tier-one provider and innovator of optical communications and laser solutions, announced that it has signed a definitive agreement to sell the assets of its Santa Rosa thin film filter business to Photop Technologies, Inc., a wholly-owned subsidiary of II-VI Incorporated (NASDAQ:IIVI), a global leader in engineered materials and opto-electronic components. Pursuant to the agreement, Oclaro will also sell its interleaver product line to Photop Koncent, Inc. (FuZhou), a wholly owned subsidiary of II-VI. Both transactions are expected to close December 3, 2012.

Total consideration to Oclaro for these transactions will be in the form of cash proceeds of $27 million, with $23 million to be paid upon closing, $3 million payable on or before December 28, 2012 and $1 million to be held in escrow until December 31, 2013.

"Divesting our thin film filter business and the interleaver product line is consistent with our strategy to focus our resources on our core competencies," said Alain Couder, chairman and CEO of Oclaro. "The proceeds from these deals improve our balance sheet and give us additional operating flexibility to serve our global customer base.  The agreements also strengthen our existing relationships with II-VI and Photop, and will ensure customers in the telecom, life sciences and industrial markets continued access to these products as part of an even broader portfolio from a market leader."

Francis J. Kramer, president and CEO of II-VI Incorporated commented, "This acquisition will enhance Photop's core business while expanding their global footprint and diversification into the growing life sciences market.  We look forward to the world class team at Santa Rosa becoming a part of II-VI."

Divesting these product lines is expected to reduce revenues for the fiscal quarter ended December 29, 2012 by approximately $2 million compared to the guidance range issued by Oclaro in connection with its earnings announcement on November 5, 2012.  Revenues for these product lines in the full fiscal quarter ended September 29, 2012 were $3.6 million.