Cyan Inc. (NYSE: CYNI) and Ciena Corporation (NYSE:CIEN), jointly
announced that at Cyan’s annual meeting of shareholders held on July 31,
2015, Cyan’s stockholders voted in favor of the proposal to adopt the
previously announced acquisition of Cyan by Ciena. Cyan’s stockholders
also approved the share issuance proposals related to Cyan issuing
shares in connection with the conversion of its 8% Senior Convertible
Notes due 2019 and the exercise of the related warrants.
At the annual meeting, 35,088,780 shares were voted in favor of the
proposal to adopt the Merger Agreement, which represents approximately
71% of Cyan’s total outstanding shares.
Under the terms of the Merger Agreement, at the closing of the Merger,
each share of Cyan common stock will be converted into the right to
receive merger consideration with a total value equal to the value of
0.224 shares of Ciena common stock, 89% of which will be paid in shares
of Ciena common stock and 11% of which will be paid in cash. This ratio
is fixed by agreement and Cyan stockholders will not have the option to
elect to receive stock or cash in a different ratio. The value of the
cash portion of the merger consideration will be calculated based on the
volume weighted average price per share of Ciena common stock on the New
York Stock Exchange on the last trading day immediately prior to the
Closing. Holders of Cyan common stock will also be entitled to be paid
cash in lieu of fractional shares of Ciena common stock. Based on the
structure of the transaction, Cyan’s outstanding warrants will be deemed
to have been automatically exercised upon closing. In addition, Ciena
will also assume Cyan’s outstanding equity awards.
Subject to the satisfaction of certain additional customary closing
conditions, the closing of the merger is anticipated to occur on or
about August 3, 2015.
About Cyan
Cyan (NYSE: CYNI) enables network transformation. The company’s network
virtualization 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’s solutions include the award-winning Blue
Planet SDN and NFV software, Z-Series
hyperscale, and N-Series
hardware platforms. For more information, please visit www.cyaninc.com
or follow Cyan on Twitter at twitter.com/CyanNews.
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.
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. Forward-looking statements are those that address
activities, events or developments that we intend, expect, project,
believe or anticipate will or may occur in the future. Forward-looking
statements are those that use terms such as “anticipates,” “believes,”
“plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,”
“should,” “could,” “estimates,” “predicts,” “potential,” “continue,”
“guidance,” and similar expressions. Forward-looking statements are
based on management’s current assumptions and expectations, and actual
results could differ materially from the results contemplated by these
forward-looking statements due to a number of risks and uncertainty.
Such risks and uncertainty include, but are not limited to, the
occurrence of any event, change or other circumstances that could give
rise to a termination of the Merger Agreement and other factors,
including, but not limited to, those described in the documents Cyan and
Ciena have filed with the U.S. Securities and Exchange Commission (the “SEC”)
in connection with the Merger Agreement and 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 Cyan and Ciena. Neither Cyan nor Cyan gives any assurance
that either Ciena or Cyan will achieve its expectations. All
forward-looking statements included in this document are based upon
information available to Cyan and Ciena on the date hereof, and neither
Cyan nor Ciena assumes any obligation to update or revise any such
forward-looking statements.
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