Finisar to Make a Recommended Cash Offer to Acquire Ignis at NOK 8 Per Share
SUNNYVALE, CA and OSLO, NORWAY 3/22/11
Finisar Corporation (NASDAQ:FNSR) and Ignis ASA
(OSE:IGNIS) today jointly announced that they have entered into a transaction agreement under which
Finisar will make a recommended voluntary public cash offer to acquire all of the outstanding
shares of Ignis not currently owned by Finisar for NOK 8 per share, or an aggregate purchase price
of up to approximately NOK 425 million (USD $76 million).
Finisar also announced that, on March 21 and 22, 2011, Finisar acquired an aggregate of 18.3
million Ignis shares from certain existing Ignis shareholders, for NOK 8 per share in cash, or an
aggregate purchase price of NOK 147 (USD $26 million). These purchases bring Finisars total
ownership to approximately 25.7 million shares (approximately 32.6% of the outstanding Ignis shares
on a fully-diluted basis).
Ignis has developed many innovative new technologies and currently offers multiple industry
leading products that are focused on attractive growth markets, said Eitan Gertel, Chief Executive
Officer of Finisar. This acquisition represents an extension of our vertical integration
strategy. Ignis has developed, amongst other of its product technologies, a tunable laser that is
integrated with a modulator and a semiconductor optical amplifier and that Finisar believes has the
highest performance currently available in the market. The Ignis tunable laser will be used in
Finisars industry leading 10 Gbps tunable 300-pin and tunable XFP product lines. Finisar
estimates that the combined worldwide market for these products will be approximately USD $250
million in calendar 2011 and will grow to approximately USD $400 million in 2015.
This acquisition will also enable us to offer our customers a number of new 40/100 Gbps products
based on advanced optical device integration technologies from Ignis various business units. We
are very excited about this acquisition and look forward to working with the Ignis employees to
grow our combined business.
Our unique technologies and innovative solutions are the base of the product platform we offer to
a wide range of markets and customers around the world. We have developed a strong collaborative
relationship with Finisar and its employees over the years and believe that our two companies share
a common culture focused on innovation and serving the needs of our customers. Finisar represents
a strong strategic fit for Ignis, said Thomas Ramm, Chief Executive Officer of Ignis.
The offer price represents a premium of 58.4% over the closing share price of Ignis on March 21,
2011, the last trading day prior to Finisars public announcement of its intention to make the
offer, and a premium of 61.5% over the adjusted volume weighted average market price for the three
month period preceding the announcement.
Certain Ignis shareholders, including all members of its management and board owning shares, have
committed to accept the offer subject to certain conditions. The shares which have been committed
on these terms represent approximately 19.7% of the outstanding shares of Ignis on a fully-diluted
basis and, together with the shares currently owned by Finisar, would total approximately 52.3% of
the outstanding shares of Ignis on a fully-diluted basis. NOK 80 million (USD $14 million) of the
consideration to be paid to certain of these shareholders will be subject to an escrow arrangement
related to Ignis acquisition of SmartOptics Holdings AS in December 2010 and will be released to
the former SmartOptics shareholders only upon the achievement of certain financial and other
milestones related to the ongoing operations of the SmartOptics business.
Finisar has been informed by Ignis that another party has recently made an offer to acquire Ignis
and that, after considering both offers, the board of directors of Ignis has adopted a resolution
to recommend Finisars offer to its shareholders. An offer document setting forth in detail the
terms of Finisars offer will be published and distributed to all Ignis shareholders as soon as
practicable following review and approval by the Oslo Stock Exchange, which is expected to be
obtained in late March or early April. The Ignis board will issue a formal statement regarding
Finisars offer as soon as the offer document is available.
The completion of the offer will be subject to the satisfaction or waiver by Finisar of customary
conditions, including acceptance of the offer by the holders of at least 67% of the outstanding
Ignis shares on a fully-diluted basis. The transaction is not currently expected to require
approval by competition or antitrust authorities in any jurisdiction. The offer will not be
subject to any financing conditions and will be funded from Finisars existing cash resources.
Subject to the various closing conditions, the offer and resulting purchases are expected to close
early in Finisars first fiscal quarter ending July 31, 2011.
Ignis reported revenues of approximately NOK 68 million for its quarter ended December 31, 2010, or
NOK 88 million on a pro forma basis, including the operations of SmartOptics, which was acquired in
December 2010. Finisar expects the acquisition to be dilutive to its non-GAAP earnings per share
by approximately $0.02 per share in its first fiscal quarter ending July 31, 2011 but, subject to
the achievement of anticipated synergies, to be accretive within one year following the closing.
Ignis has entered into a transaction agreement with Finisar which, among other things, specifies
the offer process, imposes restrictions on certain actions by Ignis outside the ordinary course of
business, and contains customary non-solicitation provisions. The transaction agreement also
provides that the board of directors of Ignis may withdraw its recommendation only if it receives a
competing offer that the board considers to be more favorable to Igniss shareholders than
Finisars offer. Under certain circumstances, including the withdrawal of the boards
recommendation and the subsequent lapse of Finisars offer, Ignis would be required to pay a
break-up fee of USD $1.5 million to Finisar.
In connection with the transaction agreement, Finisar has agreed to provide Ignis with a bridge
financing facility under which Ignis may borrow up to USD $3 million after April 15, 2011 for
working capital purposes. Loans under the facility will bear interest at the rate of 5% per annum,
will be secured by certain assets of Ignis and will be payable on December 31, 2011.
SEB Enskilda is acting as Finisars financial advisor in the transaction and as the receiving agent
for the offer, and DLA Piper is acting as Finisars legal advisor in the transaction.
First Securities AS is acting as financial advisor to Igniss Board of Directors, and Wiersholm is
acting as Igniss legal advisor in the transaction.
Ignis ASA is an innovative provider of optical components and network solutions for fiber optic
communications. The company operates globally through four subsidiaries: Fi-ra Photonics in Korea
(71.8% owned) and wholly-owned subsidiaries Syntune in Sweden, Ignis Photonyx in Denmark, and
SmartOptics in Norway. Igniss product and services portfolio comprises passive optical components
including optical chips, splitters and multiplexers, active optical components such as tunable
lasers and modulators, and WDM-based solutions enabling the building of simple and cost effective
high-capacity optical networks. Headquartered in Oslo, Norway, Ignis ASA is listed on the Oslo
Stock Exchange under the OSE ticker IGNIS. www.ignis.com
Finisar (NASDAQ: FNSR) is a global technology leader for fiber optic subsystems and components that
enable high-speed voice, video and data communications for telecommunications, networking, storage,
wireless, and cable TV applications. For more than 20 years, Finisar has provided critical optics
technologies to system manufacturers to meet the increasing demands for network bandwidth and
storage. Finisar is headquartered in Sunnyvale, California, USA with R&D, manufacturing sites, and
sales offices worldwide. For additional information, visit www.finisar.com.
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 acquisition, the time frame in
which it is expected to occur, the expected benefits of the proposed acquisition and the future
financial performance of Finisar after the proposed transaction. All forward-looking statements
included in this press release are based on information available to Finisar and Ignis 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. These risks and uncertainties include the risk that the
proposed acquisition may not close, including the risk that the requisite number of Ignis shares
may not be tendered; 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, in the case of Finisar, as reported in
its most recent Form 10-K, Forms 10-Q and other filings with the U.S. Securities and Exchange
Commission. No forward-looking statements in this press release should be relied upon as
representing Finisars or Igniss 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.
The description contained herein is neither an offer to purchase nor a solicitation of an offer to
sell shares of Ignis. Finisar plans to publish and distribute an offer document setting forth the
terms of the offer to Ignis shareholders as soon as practicable. The offer document will contain
important information about Ignis, the transaction and related matters
. Investors and Ignis
shareholders are urged to read the offer document carefully when it becomes available.
will be able to obtain free copies of the offer document by contacting SEB Enskilda, the receiving
agent for the offer, at +47 21008500 or by visiting www.sebenskilda.no.
The offer will not be made in any jurisdiction in which the making of the offer would not be in
compliance with the laws of such jurisdiction.
Chief Financial Officer
Chief Executive Officer
+1 408-542-5050 or Investor.relations@Finisar.com
+47 913 70 795
Sr. Manager, Corporate Communications
Chief Financial Officer
+46 707 22 6513