New Blue Planet business division to lead Company’s software
activities to deliver greater efficiency, automation and agility of both
physical and virtual network functions
Ciena®
Corporation (NYSE: CIEN), the network specialist, today announced the
successful completion of its acquisition of Cyan, Inc., a leading
provider of next-generation software and platforms to enable open, agile
and scalable software-defined networks, pursuant to the terms of the
acquisition agreement.
"Ciena and Cyan make a great combination for our customers as they
transform their networks with web-scale technologies to go beyond
delivering capacity to create capabilities on demand," said Gary Smith,
president and CEO, Ciena. "We believe this acquisition advances our
strategy to deliver a complete on-demand solution for virtualized
networks and services, and greater control and choice for customers in
an open ecosystem."
Blue Planet Division
Ciena is committed to leading the industry into a new era of truly open,
software-defined, multi-vendor networks. Accordingly, in conjunction
with today's announcement, Ciena is unifying the software activities of
both companies under a single brand and set of resources known as the
Blue Planet division. The division, which includes Ciena’s former
Agility business, will focus on helping customers automate services –
from creation to orchestration to delivery – across both physical and
virtual domains, in order to drive greater competitive advantage, create
new revenue opportunities, and lower costs associated with hardware and
operations.
Mike Hatfield, formerly Cyan’s president, has been appointed to lead the
Blue Planet division as a senior vice president of Ciena. The Blue
Planet product portfolio includes Cyan's software applications,
including Planet Orchestrate and Planet Operate, as well as Ciena's SDN
Multilayer WAN Controller and its applications, V-WAN, Agility Matrix
and network management solutions. The division is comprised of teams
responsible for software development, product line management, product
marketing, service and support, sales and business development.
Hatfield commented, “Ciena’s Blue Planet division will provide
next-generation multi-vendor network management software and service
orchestration solutions, for both physical and virtual network
functions, to accelerate our customers’ network transformation
strategies. Leveraging Ciena’s OPn architecture approach,
Blue Planet solutions will reduce network operators’ reliance on closed,
costly and complex vertically integrated infrastructures in favor of
open, agile, software-controlled network environments.”
Cyan Portfolio
Complementing Ciena's network control and application software
technologies, Cyan adds multi-vendor network and service orchestration
and next-generation network management software. The Blue Planet
portfolio offers a carrier-grade, multi-vendor SDN and NFV platform
designed to automate, orchestrate, and manage the lifecycle of
virtualized services across data centers and the WAN. It also includes a
family of applications designed to control and manage both physical
network elements and virtual SDN/NFV resources.
Further strengthening Ciena’s leadership in packet-optical, Cyan brings
a growing metro packet-optical business with a complementary base of key
customers. The combined capabilities of Ciena and Cyan create even
stronger support and greater forward innovation for customers, inclusive
of commitments for Cyan's Z-Series Packet-Optical Platform.
Customer Comments
Aamir Hussain, executive vice president and chief technology officer at
CenturyLink, commented: “Together, Ciena and Cyan will help us
accelerate innovation toward on-demand next-generation virtualized
network functions and services to enterprise and SME customers across
our footprint. The combination of these two companies provides us the
opportunity to work with an industry-leading software partner to
continue driving our network transformation through an open,
software-enabled architecture."
Randy Nicklas, executive vice president of engineering and chief
technology officer at Windstream, commented: "The combination of Ciena
and Cyan creates a true leader in packet-optical with a shared vision
that will help advance the execution of our next-generation metro and
access strategy. With best-in-class technology, we can deliver on our
commitment to utilize network resources more efficiently and provide
service velocity for a range of high-performance applications."
Financial Consideration
Under the terms of the acquisition agreement, Ciena acquired all of the
outstanding shares of Cyan common stock in exchange for approximately
$33.6 million in cash and 10.6 million shares of Ciena common
stock. Ciena assumed all then-outstanding Cyan stock awards and
substituted for them approximately 1.0 million Ciena restricted stock
unit awards and stock options exercisable for approximately 2.4 million
shares of Ciena common stock. In addition, Ciena assumed Cyan’s $50.0
million in outstanding principal amount of 8.0% Convertible Senior Notes
due 2019. For a period of time following the closing, the note holders
may elect to convert such notes at an increased conversion rate, or
alternatively require that all or a portion of their notes be purchased
by Ciena for cash at a purchase price equal to the principal plus
accrued interest. In the event that note holders do not make either such
election, such notes will remain the obligation of Ciena.
Based on the closing price of Ciena’s common stock on July 31, 2015, the
last trading day prior to the closing of the transaction, the aggregate
value of the cash and stock consideration paid was approximately $488
million (or $415 million, net of estimated cash acquired) and inclusive
of Cyan’s outstanding convertible notes on an as-converted basis.
This press release is for informational purposes only and is not an
offer to sell or purchase or the solicitation of an offer to sell or
purchase any securities discussed herein. Any offer for the convertible
notes will only be made pursuant to the terms of a fundamental change
notice and offer to purchase.
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.
Note to Ciena Investors
Forward-looking statements. This press release contains certain
forward-looking statements based on current expectations, forecasts and
assumptions that involve risks and uncertainties. These statements are
based on information available to the Company as of the date hereof; and
Ciena's actual results could differ materially from those stated or
implied, due to risks and uncertainties associated with its business,
which include the risk factors disclosed in its Report on Form 10-Q,
which Ciena filed with the Securities and Exchange Commission on June
10, 2015 as well as the risk factors set forth in the combined proxy
statement and prospectus filed by the Company on June 30, 2015.
Forward-looking statements include statements regarding Ciena's
expectations, beliefs, intentions or strategies regarding the future and
can be identified by forward-looking words such as "anticipate,"
"believe," "could," "estimate," "expect," "intend," "may," "should,"
"will," and "would" or similar words. Ciena assumes no obligation to
update the information included in this press release, whether as a
result of new information, future events or otherwise.
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