ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On January 22, 2013, NeoPhotonics Corporation (the "Company"), Lapis Semiconductor Co., Ltd. ("Lapis") and NeoPhotonics Semiconductor GK, a Japanese limited liability company and wholly owned subsidiary of the Company ("Merger Sub"), entered into an Agreement and Plan of Demerger (the "Demerger Agreement"), pursuant to which Merger Sub would acquire certain of the assets and liabilities of Lapis in a statutory demerger (referred to in Japan as a ky?sh? bunkatsu) transaction (the "Demerger"). The acquired assets substantially consist of the semiconductor optical business unit of Lapis, which is a wholly owned indirect subsidiary of ROHM Co., Ltd. The parties also entered into a Real Property and Facilities Forward Purchase Agreement, providing for the purchase of certain real estate associated with the business unit.

Total cash consideration is expected to be approximately $36.8 million, which is comprised of approximately $21.2 million in cash, before adjustments, for the business unit and an additional $15.6 million paid out over three years for associated real property owned by Lapis. The consideration will be paid in Japanese yen. The Demerger Agreement has been unanimously approved by the boards of directors of both the Company and Lapis.

Consummation of the Demerger is subject to customary closing conditions, including the accuracy of the representations and warranties of Lapis contained in the Demerger Agreement and the absence of any material adverse effect on Lapis. The transaction is expected to close in the second calendar quarter of 2013 or sooner.

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