STLW Stratos Intl (MM)

Nominates Five Candidates for Election to Board of Directors NEW YORK, June 9 /PRNewswire/ -- Steel Partners II, L.P. announced today that it has sent a letter to the President and Chief Executive Officer of Stratos International, Inc. (NASDAQ:STLW) stating its willingness to acquire all of the common stock of Stratos it does not already own for $7.50 per share in cash. Steel Partners currently owns approximately 15% of the outstanding Common Stock of Stratos, which is headquartered in Chicago, Illinois. "We believe we have exhausted all our efforts to privately discuss with the Board of Directors a value enhancing transaction in any meaningful way," Warren G. Lichtenstein, Managing Member of Steel Partners, stated in the letter. "We believe this all-cash offer will provide shareholders immediate liquidity and an immediate opportunity to maximize their investment in the Company. We urge the Board to allow the Company's shareholders to have the opportunity to decide whether to accept our proposal." At the same time, Steel Partners notified Stratos of its intention to nominate five candidates, James R. Henderson, John J. Quicke, Hugh F. Culverhouse, Eugene I. Davis and Howard M. Leitner, for election to the Board of Directors of Stratos at the 2006 annual meeting of shareholders. Full text of the tender proposal letter follows: June 8, 2006 Mr. Phillip A. Harris President and Chief Executive Officer Stratos International, Inc. 7444 West Wilson Avenue Chicago, Illinois 60706 Dear Mr. Harris: Steel Partners II, L.P. is the beneficial owner of approximately 15% of the outstanding Common Stock of Stratos International, Inc. ("Stratos" or the "Company"). We have been a long term shareholder of Stratos having commenced purchasing shares as early as January 2005. As you know, we have had numerous meetings and discussions regarding Stratos and have commended management for the progress it has made toward reducing losses, settling litigation and rationalizing assets. Additionally, in August 2005, we discussed with management our desire to increase our position in the Company with the Board's approval since it would not be possible without triggering Stratos' shareholder rights plan and the "business combination" statute under Section 203 of the Delaware General Corporation Act. The Board of Directors ultimately denied our request to increase our ownership position in Stratos without triggering these anti-takeover provisions. As a result of the Board's unwillingness to allow us to increase our stake in the Company, we thereafter expressed our willingness to the Stratos Board to enter into a negotiated transaction with the Company that we believed would have created value for all the shareholders. Again, the Board of Directors rejected our proposal. We believe we have exhausted all our efforts to privately discuss with the Board of Directors a value enhancing transaction in any meaningful way. Accordingly, Steel Partners II, L.P. publicly sets forth its willingness to offer to acquire all of the common stock of Stratos it does not already own, through one of its affiliates or other appropriate acquisition entity by merger or otherwise, for $7.50 per share in cash (the "Transaction"). Our proposal is not subject to any financing contingency. This represents a substantial 23% premium to the current market price of $6.09 per share. We believe this all-cash offer will provide shareholders immediate liquidity and an immediate opportunity to maximize their investment in the Company. We urge the Board to allow the Company's shareholders to have the opportunity to decide whether to accept our proposal. We propose that the Transaction be accomplished through a definitive tender offer/merger agreement. Our proposal is conditioned upon satisfactory completion of due diligence typical for a transaction of this type (our familiarity with the Company should enable us to complete all required due diligence on an expedited basis), obtaining all necessary consents and approvals, waiver of any Company anti-takeover provisions including the Company's shareholder rights plan, other customary conditions for a transaction of this type and size and the execution of a definitive agreement. We are prepared to commence our due diligence immediately. We believe the Company's poison pill should be promptly redeemed in order to allow us to proceed with a tender offer and give the shareholders the opportunity to tender their shares. To the extent shares held by the Company's benefit plans can only be tendered by the trustees or administrators of such plans, we believe the Company should voluntarily give the beneficial owners of the shares the right to tender their shares. If as a result of our due diligence we find evidence of additional value inherent in the Company based on operating results or otherwise, we would be willing to upwardly adjust the offer price to reflect such additional value. We invite the Board to share with us any documentation in the Board's possession which it believes reflects additional value in the shares that it believes is not already known to us. We stand ready to meet with the Board of Directors and its representatives as soon as possible. We are simultaneously notifying the Corporate Secretary of the Company of our intent to nominate five individuals for election to the Board at the 2006 annual meeting of shareholders, a copy of which is attached. We look forward to an expedited transaction that we believe will be a win-win for everyone involved. Please call me at (212) 520-2300 to discuss. Very truly yours, STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C. General Partner By: /s/ Warren G. Lichtenstein Name: Warren G. Lichtenstein Title: Managing Member CERTAIN INFORMATION CONCERNING PARTICIPANTS Steel Partners II, L.P. ("Steel Partners"), together with the other Participants (as defined below), intend to make a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and accompanying proxy card to be used to solicit votes for the election of its slate of director nominees at the 2006 annual meeting of shareholders of Stratos International, Inc., a Delaware corporation (the "Company"). STEEL PARTNERS STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT http://www.sec.gov/. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, MORROW & CO., INC., AT ITS TOLL-FREE NUMBER: (800) 662-5200. The participants in the proxy solicitation are anticipated to be Steel Partners, Steel Partners, L.L.C. ("Partners LLC"), James R. Henderson, John J. Quicke, Hugh F. Culverhouse, Eugene I. Davis and Howard M. Leitner (collectively, the "Participants"). As of the close of business on June 8, 2006, Steel Partners beneficially owned 2,183,650 shares of common stock of the Company (the "Shares"), constituting approximately 15% of the Shares outstanding. As the general partner of Steel Partners, Partners LLC may be deemed to beneficially own the 2,183,650 Shares owned by Steel Partners, constituting approximately 15% of the Shares outstanding. As the sole executive officer and managing member of Partners LLC, which in turn is the general partner of Steel Partners, Mr. Lichtenstein may be deemed to beneficially own the 2,183,650 Shares owned by Steel Partners, constituting approximately 15% of the Shares outstanding. Mr. Lichtenstein has sole voting and dispositive power with respect to the 2,183,650 Shares owned by Steel Partners by virtue of his authority to vote and dispose of such Shares. Currently, Messrs. Henderson, Quicke, Culverhouse, Davis and Leitner do not beneficially own any Shares. Media Contact: Sitrick and Company Mike Sitrick 310-788-2850 Jason Booth 310-941-3616 DATASOURCE: Steel Partners II, L.P. CONTACT: Mike Sitrick, +1-310-788-2850, or Jason Booth, +1-310-941-3616, both of Sitrick and Company, for Steel Partners II, L.P.

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