Oclaro’s Limited Options?

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Regular followers of our other blog were able to read the recent article, “Oclaro’s Possible Mistake,” in which we stated: “While we have been very complimentary toward the Oclaro leadership, we believe it could have made an error in advertising [to financial analysts] that it would be open to selling the company….Now that everything appears to be set up as well as possible for a purchase, [such as relatively attractive margins and an impressive balance sheet], what does Oclaro tell the Street, if it does not get a reasonable bid, which we assume would be no lower than $2 billion?” Optimally, it would have been better to stay relatively quiet about its intentions, and have potential suitors make unsolicited offers. Although in fairness, Oclaro tried to walk any such discussion back earlier this year, including by stating, “[C]ompanies get bought, not sold,” it seems to be trying to have it both ways. Without a buyout, it is currently stuck with a story line based on “self-perpetuating optical cycle” rhetoric, including a heavy emphasis on supporting 5G wireless, which is hardly a short-term occurrence, a comparatively favorable outlook on demand in China coming back, and enthusiasm for 400G+ migration, in a market in which the realization of extensive higher data rates always takes much longer than the initial hype.

If it turns out that Oclaro remains independent, it will have to obviously adjust its narrative substantially, and focus on more practical opportunities, which are perhaps getting insufficient attention from its main rivals, Finisar and Lumentum Holdings, as they are both preoccupied with selling VCSEL dies for Apple’s iPhone, and then later to other smartphone firms. Alternatively, if Oclaro is determined to exit, its only recourse may be to divest the various portions of its business separately.

While it is always possible there could be an announcement at any time of M&A activity involving Oclaro, one wonders why there has been apparently such a high level of optimism at the supplier of such a possibility. Finisar had already gone through a rather chaotic experience in purchasing more of a telecom-centric component vendor, was resistant to the cost of purchasing Lumentum over a couple of years ago, and Oclaro’s valuation would probably be prohibitively expensive. Lumentum, which could currently better afford a merger with Oclaro, and would eliminate a large me-too competitor, is hopefully by now realizing the lack of sustainability of margins with 3D-sensors, and that piling a large expenditure on top of that could create quite a precarious situation. If it turns out that Lumentum is in denial about the actual profitability with its dies, then it is highly likely that it sees further penetration into the consumer space as its main priority, and that perhaps a move to bring on Oclaro would be considered too old hat.

Perhaps one would be looking too narrowly in confining the discussion to just transceiver companies. For example, with all of the excitement buildup for lasers, etc. needed for 3D-sensors for all sorts of applications, a firm may acquire Oclaro just for its fab in the United Kingdom.

Yet, it is hard to imagine that a private equity firm would be interested in an optical components player. In addition, although a while back we saw the potential for contract manufacturers acquiring optics companies in order to ensure an adequate supply chain as well as for other reasons, unfortunately, there have been no recent examples of such business transactions (although in the cases of Foxconn Interconnect Technology and Jabil Circuit, the acquisitions went for a song).

With our firm belief that ADVA’s announcement of the purchase of MRV was for the piece-parts, Ciena cannot be ruled out as an acquisition candidate for just Oclaro’s ACO business, especially that the former has now officially entered the components business itself. In fact, it could match up well with the system supplier’s entry into the DSP space.

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[written by Mark Lutkowitz]