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August 12, 2014
12:46 EDTOPLKOSC calls on Oplink to allow new board to set strategy
Oplink Shareholders for Change, or OSC, a group led by Engaged Capital, LLC and Voce Capital Management LLC, who collectively own approximately 6.2% of the outstanding shares of Oplink Communications, called on the board of directors of Oplink to suspend its strategic decision-making process until the reconstitution of the Board at the upcoming annual meeting of shareholders. In light of OSC’s nomination of two independent, highly-qualified director candidates, Jeffrey S. McCreary and J. Daniel Plants, and Oplink’s own announced intention to recruit two additional directors to the Board, significant Board change at Oplink is inevitable. Consequently, it is indefensible for Oplink’s legacy Board to continue on the path of a potentially irreversible strategic course for the company when a meaningful portion, and potentially a majority, of the Board may consist of new directors following the Annual Meeting. To do so with the prospect of such significant, immediate change undermines the basic principles of shareholder democracy. OSC will object to any strategic plan that continues to allocate shareholder capital to support Oplink Connected, an endeavor that has cost shareholders approximately $25M by OSC’s estimates. OSC and its representatives remain concerned that, given the Board’s lack of relevant expertise and shareholder perspective, the strategic review of Oplink Connected will yield a sub-optimal result for shareholders. Further, without truly independent directors and shareholder representation, Oplink’s shareholders remain at risk of additional capricious non-core spending in the future.
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September 24, 2014
09:04 EDTOPLKOplink Communications issues statement in response to Engaged Capital, Voce
Oplink Communications issued the following statement in response to a press release issued on September 23 by Engaged Capital and Voce Capital Management: "Oplink is focused on execution and delivering value for shareholders. We delivered strong fiscal fourth quarter results and are confident in the continued performance of our core optical business. In July, the company announced a number of initiatives to further enhance shareholder value, including evaluating strategic alternatives for the Oplink Connected business; the authorization of a $40M increase to its existing share repurchase program; and the initiation of a quarterly dividend to shareholders. We also announced plans to expand our board by up to two members in order to add further industry experience. We have clearly expressed our willingness to consider Engaged and Voce's nominees and invited them to meet with our Special Nominating Committee, as reflected in the letter included below, sent on September 4. They have thus far refused our good faith efforts to have them participate in our process. We continue to be open to constructive conversations and are disappointed that Engaged and Voce have chosen to pursue their agenda in this manner." At this time, no action by Oplink shareholders is required. The company will continue to communicate with its shareholders as appropriate and encourages them to review Oplink's proxy materials when they become available.
September 23, 2014
08:13 EDTOPLKOplink Shareholders for Change files preliminary proxy materials
Oplink Shareholders for Change, a group led by Engaged Capital and Voce Capital Management, who together with the other participants in their solicitation collectively own approximately 6.9% of the outstanding shares of Oplink Communications, has filed preliminary proxy materials with SEC seeking the election of Jeffrey S. McCreary and J. Daniel Plants to Oplink’s Board of Directors at the company’s upcoming annual meeting of shareholders. In addition, OSC released a letter sent to the Board on September 8. In its letter, OSC reiterated its desire to work with the Board to add directors with the skills and expertise necessary to create lasting value for Oplink shareholders. OSC has received no response from the Board to its letter or its previous offers to negotiate. “OSC has repeatedly offered to negotiate in good faith to reconstitute the Board with individuals possessing the expertise and independence necessary to execute upon the strategic review of the Oplink Connected business and determine the best use of Oplink’s excess capital, decisions which have the potential to materially impact the value of Oplink’s shares” said Glenn Welling, Principal and CIO of Engaged Capital. “We are troubled by the fact that the Board has failed to provide OSC with any meaningful response to our invitations. Shareholders cannot afford to leave these important decisions in the hands of conflicted, over-tenured directors. The Board’s negligent oversight of capital allocation and corporate strategy belies a concerning lack of sophistication and independence among the incumbent Board members,” continued Mr. Welling. “OSC’s nominees Jeffrey S. McCreary and J. Daniel Plants each possess the skills and experience to help Oplink set a new strategic course. We call on the Board to cease postponing the inevitable and immediately call the annual meeting of shareholders. It is time this Board allows the independent shareholders a voice in the boardroom.”

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