Ciena® Corporation (NYSE:CIEN) and Cyan, Inc. (NYSE:CYNI),
today announced that early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) has
been granted, effective June 15, 2015, for Ciena’s planned acquisition
of Cyan.
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Expiration of the waiting period under the HSR Act satisfies one of the
conditions necessary for the consummation of the merger. The transaction
remains subject to other closing conditions, including certain approvals
of Cyan stockholders at its annual meeting currently expected to be held
on Friday, July 31, 2015. The parties continue to expect that this
transaction will close during the third quarter of calendar year 2015.
About Ciena
Ciena (NYSE: CIEN) is the network specialist. We collaborate with
customers worldwide to unlock the strategic potential of their networks
and fundamentally change the way they perform and compete. Ciena
leverages its deep expertise in packet and optical networking and
distributed software automation to deliver solutions in alignment with
its OPn architecture for next-generation networks. We enable
a high-scale, programmable infrastructure that can be controlled and
adapted by network-level applications, and provide open interfaces to
coordinate computing, storage and network resources in a unified,
virtualized environment. For updates on Ciena news, follow us on Twitter
@Ciena or on LinkedIn http://www.linkedin.com/company/ciena.
Investors are encouraged to review the Investors section of our website
at www.ciena.com/investors,
where we routinely post press releases, SEC filings, recent news,
financial results, and other announcements. From time to time we
exclusively post material information to this website along with other
disclosure channels that we use.
About Cyan
Cyan (NYSE: CYNI) enables network transformation. The company’s SDN,
NFV, and packet-optical solutions deliver orchestration, agility, and
scale to networks, that until now, have been static and hardware driven.
Serving carriers, enterprises, governments, and data centers globally,
Cyan’s open platforms provide multi-vendor, multi-layer control and
visibility to network operators, making service delivery more efficient
and profitable. Cyan solutions include the award-winning Blue Planet
software and N-Series hyperscale and Z-Series packet-optical hardware
platforms. For more information, please visit www.cyaninc.com or
follow Cyan on Twitter at www.twitter.com/CyanNews.
Cautionary Statement Regarding Forward Looking Statements
This communication contains “forward-looking” statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, known
as the PSLRA. These statements, as they relate to Ciena Corporation
(“Ciena”) or Cyan (“Cyan”), the management of either such company or the
proposed transaction between Ciena and Cyan, involve risks and
uncertainties that may cause results to differ materially from those set
forth in the statements. These statements are based on current plans,
estimates and projections, and therefore, you are cautioned not to place
undue reliance on them. No forward-looking statement can be guaranteed,
and actual results may differ materially from those projected. Ciena and
Cyan undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except to the extent required by law. Forward-looking
statements are not historical facts, but rather are based on current
expectations, estimates, assumptions and projections about the business
and future financial results of the networking industry, and other
legal, regulatory and economic developments. We use words such as
“anticipates,” “believes,” “plans,” “expects,” “projects,” “future,”
“intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,”
“potential,” “continue,” “guidance,” and similar expressions to identify
these forward-looking statements that are intended to be covered by the
safe harbor provisions of the PSLRA. Actual results could differ
materially from the results contemplated by these forward-looking
statements due to a number of factors, including, but not limited to,
those described in the documents Ciena and Cyan have filed with the U.S.
Securities and Exchange Commission (the “SEC”) as well as the
possibility that (1) Ciena and Cyan may be unable to obtain stockholder
approvals required for the proposed transaction; (2) the length of time
necessary to consummate the proposed transaction may be longer than
anticipated; (3) problems may arise in successfully integrating the
businesses of Ciena and Cyan or such integration may be more difficult,
time-consuming or costly than expected; (4) the proposed transaction may
involve unexpected costs; (5) the businesses may suffer as a result of
uncertainty surrounding the proposed transaction, including difficulties
in maintaining relationships with customers or retaining key employees;
(6) the parties may be unable to meet expectations regarding the timing,
completion and accounting and tax treatments of the transaction; or (7)
the industry may be subject to future risks that are described in the
“Risk Factors” section of the Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and other documents filed from time to time with
the SEC by Ciena and Cyan. Neither Ciena nor Cyan gives any assurance
that either Ciena or Cyan will achieve its expectations.
The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties
that affect the businesses of Ciena and Cyan described in the “Risk
Factors” section of their respective Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and other documents filed by either of
them from time to time with the SEC. All forward-looking statements
included in this document are based upon information available to Ciena
and Cyan on the date hereof, and neither Ciena nor Cyan assumes any
obligation to update or revise any such forward-looking statements.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale,
issuance, exchange or transfer of the securities referred to in this
press release in any jurisdiction in contravention of applicable law.
This document relates to a proposed transaction between Cyan and Ciena,
which is the subject of a registration statement filed with the SEC by
Ciena, which includes a preliminary proxy statement/prospectus. Cyan
will deliver a definitive proxy statement/prospectus to Cyan
stockholders. This document is not a substitute for the registration
statement and joint proxy statement/prospectus that Ciena has filed with
the SEC or any amendment thereto or other documents that Cyan or Ciena
may file with the SEC or send to stockholders in connection with the
proposed transaction. Before making any voting decision, investors and
security holders are urged to read the registration statement, joint
proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain important
information about the proposed transaction and related matters.
Investors and security holders are able to obtain free copies of the
registration statement, proxy statement/prospectus and all other
relevant documents filed or that will be filed with the SEC by Cyan or
Ciena through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders are able to obtain free
copies of the registration statement, proxy statement/prospectus, and
any amendment thereto once it is filed, from Cyan by accessing Cyan’s
website at investor.cyaninc.com/investors/default.aspx or
upon written request to ir@cyaninc.com.
Participants in Solicitation
Ciena, Cyan and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Cyan’s
stockholders in connection with the proposed transaction. Information
regarding Cyan’s directors and executive officers is contained in the
proxy statement for Cyan’s 2015 Annual Meeting of Stockholders, which
was filed with the SEC on June 4, 2015, as amended. You can obtain a
free copy of this document at the SEC’s website at www.sec.gov or
by accessing Cyan’s website at investor.cyaninc.com/investors/sec-filings/default.aspx.
Information regarding Ciena’s executive officers and directors is
contained in the proxy statement for Ciena’s 2015 Annual Meeting of
Stockholders filed with the SEC on February 11, 2015. You can obtain a
free copy of this document at the SEC’s website at www.sec.gov or
by accessing Ciena’s website at www.ciena.com.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed transaction
may be obtained by reading the joint proxy statement/prospectus
regarding the proposed transaction. You may obtain free copies of this
document as described in the preceding paragraph.
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