Finisar and Infineon Modify Terms of Agreement
Munich/Germany and Sunnyvale, Calif./USA - October 11, 2004 - Infineon Technologies AG, Munich (FSE/NYSE: IFX) and Finisar Corporation (NASDAQ: FNSR) announced today that they have agreed to modify the terms of a previously announced agreement under which Finisar is to acquire Infineons Fiber Optics Business Unit based in Berlin, Germany. The terms were modified in part due to the operating results for this business unit during the past six months. Under the terms of the modified agreement, Finisar will issue approximately 110 million shares of Finisar common stock to Infineon compared to approximately 135 million shares that would have been issuable under the original agreement. Following the transaction, Infineon will hold a 33 percent equity interest in Finisar. In addition, Infineon has agreed to provide financial assistance with respect to the costs of restructuring the operations of the Fiber Optics Business Unit and integrating those operations with Finisars following the closing.
The transaction is subject to approval by Finisars shareholders, applicable regulatory approvals and other customary closing conditions. Jerry Rawls, President and CEO of Finisar, and Frank Levinson, Chairman and Chief Technology Officer of Finisar, who own an aggregate of approximately 16% of the outstanding Finisar shares, have entered into agreements with Infineon to vote their shares in favor of the transaction. The companies have already received the required antitrust clearances in the U.S. and Europe.
As previously announced, the acquisition will involve the transfer of Infineons fiber optic development, manufacturing, and certain marketing activities and approximately 1,200 employees. The Infineon Fiber Optics Business Unit develops, manufactures and markets a broad range of fiber optic datacom and telecom modules supporting the common MSA standards, BIDI components that allow bi-directional transmission on a single fiber for fiber-to-the-home applications (FTTH), and plastic optical fiber (POF) components that are used in automotive applications, specifically, for entertainment and safety systems.
Pending the approval of Finisars shareholders, the transaction is now expected to close in the fourth calendar quarter of this year.
At closing, Mr. Thomas Seifert, CEO of Infineon's Memory Products Group, is expected to join the Finisar Board of Directors.
Deutsche Bank Securities is acting as sole financial advisor to Finisar. Citigroup Global Markets is acting as sole financial advisor to Infineon.
About FinisarFinisar Corporation (NASDAQ: FNSR) is a technology leader for fiber optic subsystems and network performance test 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 IP and SONET/SDH-based protocols. The Company's headquarters is in Sunnyvale, California, USA. www.Finisar.com.
SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995Except for statements of historical fact, the statements contained in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Finisars expectations, beliefs, intentions, or strategies regarding the future. All forward-looking statements included in this press release are based upon information available to Finisar as of the date hereof, and Finisar assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. These uncertainties include potential problems related to the assimilation and integration of the operations, technologies and products of Infineons Fiber Optics Business, as well as risks associated with the rapidly evolving markets for Finisars products and uncertainty regarding the development of these markets; Finisars historical dependence on sales to a limited number of customers and fluctuations in the mix of customers in any period; ongoing new product development and introduction of new and enhanced products; the challenges of rapid growth followed by periods of contraction; and intensive competition. Other risks relating to Finisars business are set forth in Finisars Annual Report on Form 10 K and other interim reports as filed with the Securities and Exchange Commission.
Media Contacts at Finisar Coperation:Steve Workman
Senior VP Finance, CFO
Phone: +1 408-542-4102
Phone: +1 408-542-5050