SUNNYVALE, CA, and HORSHAM, PA and Optium Corporation (NASDAQ:
OPTM) jointly announced today that they have entered into a
definitive agreement under which the two companies will be combined
through an all-stock merger, creating the world's largest supplier
of optical components, modules and subsystems for the
communications industry. The combined company will leverage
Finisar's leadership position in the storage and data networking
industries and Optium's leadership position in the
telecommunications and CATV industries.
Both companies also jointly announced today that they expect to
report new record revenues for their most recent quarters.
Overview of Strategic Combination
-- Creates the world's largest supplier of optical components, modules
and subsystems to the communications industry with the broadest product
portfolio;
-- Generates new growth opportunities in attractive end markets;
-- Broadens core customer relationships with complementary product
portfolios;
-- Enhances global manufacturing flexibility combining low cost/high
volume and mass customization expertise;
-- Creates unparalleled combined R&D resources with enhanced ability to
innovate and bring new products to market;
-- Transaction expected to be accretive to non-GAAP earnings on a run-
rate basis one year from closing;
-- Estimated annualized pre-tax cost synergies of approximately $10-$15
million;
-- Jerry Rawls to remain executive Chairman of Finisar's board; Eitan
Gertel to become President and CEO.
Based on the twelve months through January 2008 reported by each
company, the combined company had revenues of approximately $554
million. Based on revenues expected to be reported for the most
recent quarter, annualized revenues for the combined company would
total approximately $660 million. The combined company will have
approximately 5,000 employees world-wide.
"This combination leverages the unique strengths of both
companies," said Eitan Gertel, Chairman and CEO of Optium
Corporation. "In combining with Finisar, we will unleash a powerful
opportunity to create added shareholder value through breadth of
product, enhanced customer support and manufacturing flexibility.
With little product overlap, the proposed combination will
complement both companies by providing more choice for customers,
best-in-class technologies, focused technology innovation and cost
efficiencies to meet our customers' requirements. Customers and
employees will be treated with the utmost care in combining our two
companies."
"We are excited to combine with a successful company like
Optium," said Jerry Rawls, Chairman, President and CEO of Finisar
Corporation. "Given the scale required to be competitive in meeting
global customer needs, consolidation in the optical space is long
overdue. In Optium, we have found the perfect partner. Optium has
strong product technologies addressing some of the fastest growth
markets in our industry. In addition, Optium's fabless
manufacturing model will allow us to more readily capture the
benefits of scale, while maintaining effective resources to serve
customized technology requirements. More importantly, we believe
both companies share a common culture that strives for innovation
while exceeding customer expectations."
Meaningful cost synergies totaling approximately $10-$15 million
are expected from the combination, with the substantial majority
expected on a run-rate basis one year from the closing. Economies
of scale associated with a larger purchasing base, rationalization
of the combined infrastructure and manufacturing flexibility driven
by Finisar's vertical integration and Optium's highly automated
in-house manufacturing capabilities are all expected to contribute
to these cost synergies. The transaction is expected to be
accretive to earnings per share on a non-GAAP basis in one year
post-closing.
The combination is also expected to generate revenue synergies
as a result of having complementary product portfolios with
substantial cross-selling opportunities. Together, the combined
company will offer the broadest portfolio of optical communications
products to equipment manufacturers.
Transaction Details
Under the terms of the merger agreement, which has been approved
by the boards of directors of both companies, Optium stockholders
will receive 6.262 Finisar shares for each Optium share they own.
Optium options and warrants will represent a corresponding right to
acquire a number of Finisar shares based on the exchange ratio.
Finisar is expected to issue approximately 160 million common
shares in the proposed combination. Upon completion of the
combination, Finisar shareholders will own approximately 65% of the
combined company and Optium shareholders will own approximately 35%
of the combined company. Shares of the combined company will
continue to trade on the NASDAQ Select Market under the symbol:
FNSR. The combination is intended to qualify as a tax-free
reorganization for Federal income tax purposes.
Upon the closing of the combination, Finisar's board of
directors will be reconstituted to include three new directors who
are currently members of Optium's board. Jerry Rawls, Chairman,
President and CEO of Finisar, will remain as the executive Chairman
of Finisar's board. Eitan Gertel, Chairman, President and CEO of
Optium, will become Finisar's President and CEO and will join
Finisar's board along with Morgan Jones and Chris Crespi.
The proposed combination is subject to the approval of both
companies' stockholders. Certain directors and executive officers
of each company, as well as certain affiliates, have signed
agreements to vote their shares in favor of the proposed
combination. These agreements apply to approximately 7% of
Finisar's and 34% of Optium's outstanding shares, respectively.
The proposed combination is also subject to customary conditions
including required regulatory and other approvals. The combination
is expected to close in the third calendar quarter of 2008.
Oppenheimer & Co. is acting as Finisar's exclusive financial
advisor and DLA Piper US LLP is acting as Finisar's legal counsel.
Morgan Stanley & Co. is acting as Optium's exclusive financial
advisor and Goodwin Procter LLP is acting as Optium's legal
counsel.
Finisar and Optium will each be filing the full text of the
merger agreement with the Securities and Exchange Commission (the
"SEC") on Form 8-K within four business days of the date of this
release. Investors and security holders of each company are urged
to review those filings for the full terms of the proposed
combination.
Both Companies Expect to Report Record Revenues for Their Most
Recent Quarters
Finisar announced today that its total revenues for the fourth
fiscal quarter ended April 30, 2008 are expected to be
approximately $120 million, a new record for the company. Finisar
expects to announce its fourth fiscal quarter and full fiscal year
end results on June 12, 2008 (see www.Finisar.com).
Optium announced today that its total revenues for the third
quarter ended May 2, 2008 are expected to be approximately $45
million, also a new record for the company. Optium expects to
announce its third quarter results on June 5, 2008 (see
www.Optium.com).
Teleconference and Webcast Information
Finisar and Optium will jointly host a conference call for the
financial community at 9 a.m. EDT/6 a.m. PDT May 16, 2008 to
discuss this announcement. The companies will also provide a
webcast of the teleconference on the Investor Relations pages of
their respective websites, at www.Finisar.com and www.Optium.com. A
joint slide presentation to be used in the conference call will be
filed by each company with the SEC and posted to the investor
relations page of each company's website prior to the conference
call. The webcast replay will be available on these sites within
two days and will continue to be available through June 30, 2008.
Investors and other interested parties can also access the
conference call via telephone by dialing (877) 440-5791 (toll free)
or (719)-325-4922 (international). A dial-in replay of the
conference call will become available at the same time as the
webcast replay and be accessible until midnight May 31, 2008. The
dial-in replay number is (888) 203-1112 or (719) 457-0820 and the
access code is 6055114.
About Finisar
Finisar Corporation (NASDAQ: FNSR) is a technology leader for
fiber optic components and subsystems and network test and
monitoring systems. These products enable high-speed data
communications for networking and storage applications over Gigabit
Ethernet Local Area Networks (LANs), Fibre Channel Storage Area
Networks (SANs), and Metropolitan Area Networks (MANs) using Fibre
Channel, IP, SAS, SATA and SONET/SDH protocols. The Company's
headquarters is in Sunnyvale, CA, USA. Finisar has approximately
4,500 employees. For more information, visit
http://www.Finisar.com.
About Optium
Optium Corporation (NASDAQ: OPTM) is a leading designer and
manufacturer of high-performance optical subsystems supporting core
to the edge applications for use in telecommunications and cable TV
network systems. Optium's broad suite of optical transport
solutions features fixed and wavelength agile 10Gb/s and 40Gb/s
transceivers and subsystems, 10Gb/s pluggable transceivers, cable
TV trunking and distribution subsystems and Optium's next
generation WSS ROADM product line. Quoted on the NASDAQ Global
Market under the symbol "OPTM," Optium is headquartered in Horsham,
PA and has offices in Sydney, Australia and Nes Ziona, Israel.
Optium has approximately 400 employees. For more information, visit
http://www.Optium.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited
to, statements related to the anticipated consummation of the
proposed combination of Finisar and Optium, the benefits of the
proposed combination, the future financial performance of Finisar
after the proposed combination and each company's expected reported
revenues for its latest quarter. All forward-looking statements
included in this press release are based on information available
to Finisar and Optium as of the date of this press release and
current expectations, forecasts and assumptions of each company.
Forward-looking statements involve risks and uncertainties which
could cause actual results to differ materially from those
anticipated. In the case of each company's expected revenues for
its latest quarter, these risks and uncertainties include
adjustments to preliminary financial results that may result from
the completion of the normal quarterly financial reporting process.
In the case of the proposed combination of Finisar and Optium,
these risks and uncertainties include the risk that the proposed
combination may not close, including the risk that the requisite
stockholder and regulatory approvals may not be obtained;
difficulties that may be encountered in integrating the combined
businesses and realizing the potential synergies of the proposed
combination; risks associated with the rapidly evolving markets for
both companies' products, the historical dependence of each company
on a limited number of customers, and fluctuations in the mix of
products and customers in any period; the risks associated with
ongoing new product development, and introduction of new and
enhanced products; the challenges of rapid growth followed by
periods of contraction; intensive competition; and the other risks
and uncertainties faced by each company, as reported in their most
recent respective Forms 10-K, Forms 10-Q and other filings with the
SEC. No forward-looking statements in this press release or those
filings should be relied upon as representing Finisar's or Optium's
views or expectations as of any subsequent date and neither company
undertakes any obligation to revise or update any such
forward-looking statement to reflect events or circumstances that
may arise after the statement was made.
Important Additional Information
In connection with the proposed combination of Finisar and
Optium, Finisar plans to file with the SEC a Registration Statement
on Form S-4 containing a Joint Proxy Statement/Prospectus and
Optium plans to file with the SEC the same Joint Proxy
Statement/Prospectus. The definitive Joint Proxy
Statement/Prospectus will be mailed to the stockholders of Finisar
and Optium after clearance with the SEC. Each company will also
file with the SEC from time to time other documents relating to the
proposed combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ CAREFULLY THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT IS
FILED WITH THE SEC, AND OTHER DOCUMENTS FILED BY EITHER FINISAR OR
OPTIUM WITH THE SEC RELATING TO THE PROPOSED COMBINATION WHEN THEY
ARE FILED, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED COMBINATION.
Copies of the documents filed with the SEC by Finisar or Optium
may be obtained free of charge from the SEC website maintained at
www.sec.gov. In addition, Finisar's SEC filings may be obtained
free of charge from Finisar's website (www.Finisar.com) or by
calling Finisar's Investor Relations department at 408-542-5050 and
Optium's filings may be obtained free of charge from Optium's
website (www.Optium.com) or by calling Optium's Investor Relations
department at 267-803-3801.
Each of Finisar and Optium, and its respective directors and
executive officers, may be deemed to be participants in the
solicitation of proxies from that company's respective stockholders
in connection with the proposed combination. Information about the
directors and executive officers of Finisar (including their
respective ownership of Finisar shares) is contained in Finisar's
annual meeting proxy statement filed with the SEC on February 21,
2008 and available free of charge in the manner described above.
Information about the directors and executive officers of Optium
(including their respective ownership of Optium shares) is
contained in Optium's annual meeting proxy statement filed with the
SEC on November 13, 2007 and available free of charge in the manner
described above. Additional information regarding the interests of
such participants in the proposed combination will be included in
the Joint Proxy Statement/Prospects and the other documents filed
by each company with the SEC relating to the proposed combination
(when filed).
Contacts: Steve Workman CFO Finisar Corporation 408-548-1000
Victoria McDonald Director, Corporate Communications Finisar
Corporation 408-542-4261 victoria.mcdonald@finisar.com Dave Renner
CFO Optium Corporation 267-803-3800 Veronica Rosa Director,
Investor and Public Relations Optium Corporation 267-803-3801
vrosa@optium.com
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