EXHIBIT 99.1
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Investor Contacts
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Suzanne DuLong or Jessica Towns
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Jackie Cossmon
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CIENA Corporation
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ONI Systems
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(888) 243-6223
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(408) 965-2776
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email: ir@ciena.com
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email: ir@oni.com
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Press Contacts
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Denny Bilter or Glenn Jasper
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Larry Loper
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CIENA Corporation
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ONI Systems
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(877) 857-7377
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(408) 965-2830
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email: pr@ciena.com
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email: lloper@oni.com
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FOR IMMEDIATE RELEASE
CIENA and ONI Systems Agree to Unite
Best-of-Breed Optical Networking Companies to Form a New, Next-Generation Leader
LINTHICUM, Md.
February 18, 2002
CIENA® Corporation (NASDAQ: CIEN) and ONI
Systems (NASDAQ: ONIS) today announced a definitive agreement under which the
companies would combine to form a new next-generation optical networking
leader. Under the terms of the agreement, all outstanding shares of ONI common
stock will be exchanged at the ratio of 0.7104 shares of CIENA common stock for
each share of ONI common stock, which will represent approximately 24%
ownership of the combined company. Based on the closing price of CIENA stock on
Friday, February 15, 2002, the deal is valued at approximately $900 million.
Were combining CIENA, the leader in core optical networking and switching,
with ONI, the leader in metropolitan optical networking, to create a new,
stronger, next-generation optical networking leader, said Gary Smith, CIENAs
president and CEO. With this acquisition, CIENA dramatically expands its
metropolitan presence. We also further improve the economics of network
ownership for our customers by enhancing our ability to offer carriers the most
comprehensive, next-generation optical networking solution.
This is a different kind of combination for a different kind of market,
continued Smith. Much of the rationale of this union comes from the synergies
that can be gained by CIENA and ONI joining forces. Together, we can combine
our efforts, consolidate our resources and target new market opportunities. As
a result, we expect to accelerate CIENAs return to profitability.
CIENA expects the transaction will result in annualized operating expense
synergies of $55 to $65 million for the combined company, as well as additional
manufacturing efficiencies. It is estimated that the combined company would
have approximately $1.3 billion of cash net of debt as of January 2002.
(more)
CIENA and ONI Unite
/February 18, 2002/Page 2 of 4
Combining our solutions creates the first company able to offer service
providers true end-to-end and best-of-breed solutions, said Hugh Martin,
chairman, president and CEO of ONI Systems. We believe CIENA and ONI have
complementary product sets and development efforts and the strongest optical
transport, switching and management software teams in the industry. Through
this combination we create a new leader, unencumbered by legacy systems and
with the ability to accelerate the deployment of next-generation optical
networking and the evolution of networks from legacy infrastructures. I believe
that we will have the required technology, critical mass and vision to become
the supplier of choice for service providers worldwide.
Together, CIENA and ONI will be in a much better position to effectively
execute a strategy of providing distributed intelligence all the way from the
long-haul optical core of the network down to the optical edge, said Mark
Lutkowitz, vice president, optical networking research of industry analyst
Communications Industry Researchers. Service providers have increasingly been
looking at the potential for enhancing metropolitan services as an extension of
the intelligence now available at the network core. With ONI, CIENA now has
significantly set itself apart from other major equipment vendors by having the
widest portfolio of network-proven solutions currently available, offering
faster provisioning of bandwidth and driving down operations costs over a much
broader range of a carriers network.
Transaction Terms
CIENA expects the transaction to qualify as a tax-free reorganization. This
transaction is subject to various conditions and approval by appropriate
government agencies and the stockholders of CIENA and ONI. The Boards of
Directors of both CIENA and ONI each have approved the transaction. The
executive officers and directors of ONI, representing approximately 11.5% of
the outstanding shares of ONI, have agreed to vote their shares in favor of the
transaction at ONIs stockholder meeting. It is expected that this transaction
will close during the second or third calendar quarter of 2002. Upon closing,
the combined company will retain the CIENA name and will be headquartered in
Linthicum, MD.
Morgan Stanley served as financial advisor to CIENA on this transaction.
Goldman Sachs served as financial advisor to ONI.
(more)
CIENA and ONI Unite
/February 18, 2002/Page 3 of 4
Organization
Hugh Martin, ONIs chairman, president and CEO has agreed to take a major role
to help ensure the successful integration of CIENA and ONIs organizations and
product lines. Martin is not expected to remain with the combined company long
term. Following the completion of the transaction, CIENAs existing
Metropolitan Transport and Metropolitan Switching efforts will be combined with
ONIs. Rusty Cumpston, ONIs chief operating officer will lead the groups
joint efforts and he and Jesús León, currently CIENAs Senior Vice President,
Metropolitan Transport and Switching, will drive product integration efforts.
Rohit Sharma, a founder of ONI and currently its Chief Technology Officer, will
be Senior Vice President and CTO of the newly combined Metro organization.
Live Web Broadcast
In conjunction with this announcement, CIENA and ONI will host a discussion
about this combination with investors and financial analysts on
Tuesday,
February 19, 2002 at 8:30 AM
(Eastern). The live broadcast of the discussion
will be available via CIENAs homepage at www.CIENA.com and on ONIs homepage
at www.ONI.com. An archived version of the discussion will be available shortly
following the conclusion of the live broadcast on the Investor Relations page
of CIENAs website at: www.CIENA.com/investors and on ONIs website at:
www.ONI.com.
ABOUT CIENA
CIENA Corporations market-leading intelligent optical networking systems form
the core for the new era of networks and services worldwide. CIENAs
LightWorks architecture enables next-generation optical services and changes
the fundamental economics of service-provider networks by simplifying the
network and reducing the cost to operate it. Additional information about CIENA
can be found at www.CIENA.com.
ABOUT ONI
ONI Systems develops, markets and sells optical networking equipment
specifically designed to address bandwidth and service limitations of regional
and metropolitan networks. Our products allow communication service providers
to rapidly build high-capacity metro networks that are flexible, scalable and
able to support multiple services on a single platform. For additional
information about ONI and its products, visit the company Web site at
www.ONI.com.
(more)
CIENA and ONI Unite
/February 18, 2002/Page 4 of 4
This press release includes certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The forward-looking statements in this
document include statements about future financial and operating results and
the proposed CIENA/ONI transaction. These statements are based on our
expectations and are naturally subject to uncertainty and changes in
circumstances. Actual results could vary materially from the expectations
contained herein. The following factors, among others, could cause actual
results to differ materially from those described herein: inability to obtain,
or meet conditions imposed for, governmental and other approvals for CIENAs
acquisition of ONI, including stockholder approval, the risk that the CIENA and
ONI businesses will not be integrated successfully; the costs related to the
merger; and other economic, business, competitive and/or regulatory factors
affecting CIENAs and ONIs business generally. There can be no assurance that
the contemplated advantages will be achieved upon any consummation of the
merger. More detailed information about these and other factors is set forth
in CIENAs and ONIs filings with the Securities and Exchange Commission,
including CIENAs Annual Report filed on Form 10-K for the fiscal year ended
October 31, 2001, especially in the Managements Discussion and Analysis
section and its Current Reports on Form 8-K and ONIs Annual Report filed on
Form 10-K for the fiscal year ended December 31, 2000, and subsequent Forms
10-Q, particularly in the Managements Discussion and Analysis section and
under Factors That May Affect Future Results, and its Current Reports on Form
8-K. CIENA and ONI are under no obligation to (and expressly disclaim any such
obligation to) update or alter their forward-looking statements whether as a
result of new information, future events or otherwise.
CIENA, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from CIENA stockholders.
ONI, its directors, executive officers and certain other members of management
and employees may be soliciting proxies from ONI stockholders.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT PROSPECTUS RELATING TO
THE FOREGOING TRANSACTION THAT CIENA EXPECTS TO FILE WITH THE SEC BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. THE PROXY STATEMENT PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC BY CIENA AND ONI MAY BE OBTAINED WHEN THEY BECOME
AVAILABLE FOR FREE AT THE SECS WEB SITE, WWW.SEC.GOV. THE PROXY
STATEMENT-PROSPECTUS AND THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED FOR FREE
FROM CIENA OR ONI. REQUESTS TO CIENA MAY BE DIRECTED TO CIENA, 1201 WINTERSON
RD., LINTHICUM, MD, 21090-2205, ATTENTION: INVESTOR RELATIONS. REQUESTS TO ONI
MAY BE DIRECTED TO 5965 SILVER CREEK VALLEY ROAD, SAN JOSE, CA 95138,
ATTENTION: INVESTOR RELATIONS
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