CIENA Completes Acquisitions of Catena Networks and Internet Photonics Marking the Latest Steps in Its Expansion beyond Optical.Business Editors/High-Tech Writers LINTHICUM, Md.--(BUSINESS WIRE)--May 3, 2004 Portfolio Now Includes Next-Generation Voice, Video and Data Service Delivery Platforms CIENA(R) Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CIEN CIEN Ciena Corporation (stock symbol) ), a leading provider of global network solutions, today announced the completion of its acquisitions of Catena ca·te·na n. pl. ca·te·nae or ca·te·nas A closely linked series, especially of excerpted writings or commentaries. [Latin cat Networks, Inc. and Internet Photonics, Inc. pursuant to the terms of merger agreements announced on February 19, 2004. "The addition of Catena and Internet Photonics accelerates CIENA's expansion beyond optical infrastructure, furthering our transformation into a comprehensive networking and service delivery partner for our customers," said Gary Smith Gary Smith may refer to:
"We are very pleased to have the Catena and Internet Photonics teams on board, and we are excited about the new opportunities they bring to CIENA, our customers, shareholders and employees," said Smith. Transaction Terms In the Catena transaction, CIENA acquired all outstanding shares of Catena's common and preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , and assumed all outstanding employee stock options in exchange for approximately 75.9 million shares of CIENA's common stock. In the Internet Photonics transaction, CIENA acquired all outstanding shares of Internet Photonics' common and preferred stock, and assumed all outstanding employee stock options in exchange for approximately 24.1 million shares of CIENA's common stock. The number of CIENA shares was determined based on the average closing price of CIENA common stock for the 10 days prior to the signing of the merger agreement on February 18, 2004. For accounting purposes, the value of both transactions will be determined using a five-day average of the closing price of CIENA's common stock beginning on February 17, 2004, two trading days prior to CIENA's announced intention to acquire the companies. The majority of the CIENA common shares issued in the transactions are not subject to lock-up provisions and therefore are freely tradable effective with the close. Organization Combined, Catena and Internet Photonics add approximately 380 employees to CIENA. Effective immediately, Catena becomes CIENA's Broadband Access See broadband and wireless broadband. Group, led by former Catena CEO, Jim Hjartarson. Internet Photonics becomes part of CIENA's Metro and Enterprise Services Group (MESG MESG Maximum Experimental Safe Gap MESG Medical Education Solutions Group MESG Mediterranean Shipping Group MESG Mowlem Environmental Sciences Group (UK) ) led by James Frodsham who recently joined CIENA. Frodsham's previous experience includes more than 10 years at Nortel where he held several senior level positions. Facilities Synergies CIENA expects to consolidate several CIENA, Catena and Internet Photonics facilities and as a result, will take on no incremental long-term facilities with the acquisitions. -- CIENA will consolidate its existing Kanata, Ontario Kanata is a large suburban area in the western part of Ottawa, Ontario, Canada,it has a population of 90,000 and is growing rapidly. It is located just to the west of the Greenbelt and is one of the largest of several communities that surround central Ottawa. operations into Catena's Kanata facility. -- Catena's Research Triangle Park Research Triangle Park, research, business, medical, and educational complex situated in central North Carolina. It has an area of 6,900 acres (2,795 hectares) and is 8 × 2 mi (13 × 3 km) in size. Named for the triangle formed by Duke Univ. , N.C. operations will be consolidated into CIENA's existing Research Triangle Park facility. -- CIENA's Red Bank, N.J. operations will be consolidated into Internet Photonics' Shrewsbury, N.J. facility. -- Internet Photonics' Marlborough, Mass. operations will be consolidated into CIENA's existing Acton, Mass. facility. Following these facility consolidations CIENA will operate development centers in Alpharetta, Ga., Linthicum, Md., Acton, Mass., Shrewsbury, N.J., Research Triangle Park, N.C. and Kanata, Ontario. CIENA previously announced its intent to close its San Jose, Calif. facility by September 30, 2004. About Catena Catena is a leader in the broadband access market with more than 6,000 integrated broadband access solutions deployed with Regional Bell Operating Companies (RBOCs), major Independent Operating Companies (IOCs) and Competitive Local Exchange Carriers (CLECs). These solutions provide POTS, DSL DSL in full Digital Subscriber Line Broadband digital communications connection that operates over standard copper telephone wires. It requires a DSL modem, which splits transmissions into two frequency bands: the lower frequencies for voice (ordinary and Packet Voice capability on every line and integrate the functions of a Next Generation Digital Loop Carrier In telephone communications, a technology that increases the number of channels in the local loop by converting analog signals to digital and multiplexing them back to the end office. (NGDLC NGDLC Next Generation Digital Loop Carrier ), a video-enabled Digital Subscriber Line Access Multiplexer A Digital Subscriber Line Access Multiplexer (DSLAM) allows telephone lines to make faster connections to the Internet. It is a network device, located near the customer's location, that connects multiple customer Digital Subscriber Lines (DSLs) to a high-speed Internet (DSLAM (DSL Access Multiplexor) A central office (CO) device for ADSL service that intermixes voice traffic and DSL traffic onto a customer's DSL line. It also separates incoming phone and data signals and directs them onto the appropriate carrier's network. See DSL. ), a fiber multiplexer and a packet-ready (VoIP) media gateway. About Internet Photonics Internet Photonics is leading supplier of carrier-grade optical Ethernet transport and switching solutions. Internet Photonics' current customers include seven of the top ten cable providers in the U.S., including Adelphia, Cablevision and Cox Communications, as well as carriers such as TDS TDS total dissolved solids. Metrocom who use Internet Photonics' solutions to deploy Ethernet private-line services. ABOUT CIENA CIENA Corporation delivers innovative network solutions to the world's largest service providers and enterprises, increasing the cost-efficiency of current services while enabling the creation of new carrier-class data services built upon the existing network infrastructure. Additional information about CIENA can be found at www.ciena.com. NOTE TO INVESTORS This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions of CIENA (the Company) that involve risks and uncertainties. Forward-looking statements in this release, including but not limited to the addition of Catena and Internet Photonics accelerates CIENA's expansion beyond optical infrastructure, furthering our transformation into a comprehensive networking and service delivery partner for our customers; CIENA expects to consolidate several CIENA, Catena and Internet Photonics facilities and as a result, will take on no incremental long-term facilities with the acquisitions; CIENA will consolidate its existing Kanata, Ontario operations into Catena's Kanata facility; Catena's Research Triangle Park, N.C. operations will be consolidated into CIENA's existing Research Triangle Park facility; CIENA's Red Bank, N.J. operations will be consolidated into Internet Photonics' Shrewsbury, N.J. facility; and, Internet Photonics' Marlborough, Mass. operations will be consolidated into CIENA's existing Acton, Mass. facility, are based on information available to the Company as of the date hereof. The Company's actual results could differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with the Company's business, which include the risk factors disclosed in the Company's Report on Form 10-Q Form 10-Q See 10-Q. filed with the Securities and Exchange Commission on February 19, 2004. Forward-looking statements include statements regarding the Company's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. The Company assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise. |
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