May 19, 2008--Finisar Corporation (Sunnyvale, CA) and Optium Corporation (Horsham, PA) have jointly announced 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 that they expect to report new record revenues for their most recent quarters.
The strategic combination creates the broadest product portfolio in the communications industry; generates new growth opportunities in attractive end markets; broadens core customer relationships with complementary product portfolios; and enhances global manufacturing flexibility combining low cost/high volume and mass customization expertise. The merger also creates unparalleled combined R&D resources with enhanced ability to innovate and bring new products to market. The transaction is expected to be accretive to earnings per share on a non-GAAP, run-rate basis one year from closing. Estimated annualized pre-tax cost synergies are expected to be approximately $10-$15 million.
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.
Jerry Rawls will remain executive chairman of Finisar's board; Eitan Gertel, chairman and CEO of Optium, will become president and CEO. "This combination leverages the unique strengths of both companies," said Gertel. "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 Rawls. "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."
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. In addition to Rawls remaining as the executive chairman and Gertel becoming Finisar's president and CEO, Morgan Jones and Chris Crespi will also join Finisar's board.
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 this week. Investors and security holders of each company are urged to review those filings for the full terms of the proposed combination.
Record revenues
Finisar announced 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 has announced 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).
--V.C.