SAN JOSE, Calif., Jan. 14, 2021 /PRNewswire/ --
- The acquisition of Acacia reinforces Cisco's commitment to
optics as a building block that will enhance Cisco's 'Internet for
the Future' strategy with world class coherent optical
- Cisco is committed to supporting Acacia's existing customers
around the world as well as new customers that require
industry-leading coherent optics, digital signal processing /
photonic integrated circuit modules and transceivers for use in
networking products and data centers.
- Cisco has agreed to acquire Acacia for $115 per share in cash, or approximately
$4.5 billion on a fully diluted
basis, net of cash and marketable securities.
Cisco (NASDAQ: CSCO) and Acacia Communications (NASDAQ:
ACIA) today announced an amendment to the definitive merger
agreement under which Cisco previously agreed to
acquire Acacia. Under the terms of the amended agreement,
Cisco would acquire Acacia for $115
per share in cash, or for approximately $4.5
billion on a fully diluted basis, net of cash and marketable
securities. Cisco and Acacia expect to complete the acquisition by
the end of the first calendar quarter of 2021, subject to closing
conditions, including Acacia stockholder approval.
Upon completion of the acquisition, CEO Raj Shanmugaraj and
Acacia employees will join Cisco's Optics business.
"I am delighted that Cisco and Acacia have decided to come
together in this mutual deal," said Chuck
Robbins, chairman and CEO, Cisco. "We look forward to
welcoming Raj and the Acacia team to Cisco to offer our customers
world-class coherent optical solutions to power the Internet for
The pending acquisition of Acacia reinforces Cisco's commitment
to optics as a critical building block that will enhance the
company's 'Internet for the Future' strategy with world class
coherent optical solutions for customers, further enabling them to
address the unprecedented scale of modern IT. Cisco is committed to
supporting Acacia's existing and new customers around the world
that require industry-leading coherent optics, digital signal
processing / photonic integrated circuit modules and transceivers
for use in networking products and data centers.
"Both Cisco and Acacia have been focused on helping customers
create a simpler operations environment, with a shared vision for
the future of routing and switching with pluggable optics," said
Bill Gartner, senior vice president
and general manager, Cisco Optical Systems and Optics Group.
"Together we will ignite our strategy to transform the optical
world as we know it, with innovative solutions to boost network
capacity inside and outside the data center."
"We maintain our strong conviction in the strategic benefits of
joining the Cisco family and believe it will enable us to better
support our existing customers, while reaching an expanded
footprint of new customers globally," said Raj Shanmugaraj,
president and CEO of Acacia. "We are pleased to have reached this
agreement with Cisco and are excited to move forward with the
combination which we believe will transform the optical industry,
while providing great opportunities for Acacia employees to
continue their innovation."
About Acacia Communications
Communications develops, manufactures and sells high-speed
coherent optical interconnect products that are designed to
transform communications networks through improvements in
performance, capacity and cost. By implementing optical
interconnect technology in a silicon-based platform, a
process Acacia Communications refers to as the
"siliconization of optical interconnect," Acacia
Communications is able to offer products at higher speeds and
density with lower power consumption, that meet the needs of cloud
and service providers and can be easily integrated in a
cost-effective manner with existing network equipment. For more
information about Acacia, visit www.acacia-inc.com or follow
on Twitter at @AcaciaComms.
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Cisco and the Cisco logo are trademarks or registered
trademarks of Cisco and/or its affiliates in the U.S. and other
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Forward Looking Statements
release may be deemed to contain forward-looking statements, which
are subject to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing the
words "believes," "plans," "anticipates," "expects," "estimates"
and similar expressions) should be considered to be forward-looking
statements, although not all forward-looking statements contain
these identifying words. Readers should not place undue
reliance on these forward-looking statements. Forward-looking
statements may include statements regarding the expected timing of
the closing of the acquisition of Acacia Communications, the
enhancement to Cisco's strategy, support of Acacia's existing
customers and new customers, and Acacia personnel. Statements
regarding future events are based on the parties' current
expectations and are necessarily subject to associated risks
related to, among other things, the satisfaction of the closing
conditions to the acquisition, including Acacia stockholder
approval, litigation related to the transaction, general economic
conditions, including as related to the ongoing COVID-19 pandemic,
the retention of employees of Acacia and the ability of Cisco to
successfully integrate Acacia's market opportunities, technology,
personnel and operations and to achieve expected benefits.
Therefore, actual results may differ materially and adversely from
those expressed in any forward-looking statements. For information
regarding other related risks, see the "Risk Factors" section of
Cisco's most recent quarterly report on Form 10-Q filed with the
SEC on November 17, 2020 and on its
most recent annual report on Form 10-K filed with the SEC on
September 3, 2020, as well as the
"Risk Factors" section of Acacia's most recent quarterly report on
Form 10-Q filed with the SEC on November 9,
2020 and on its most recent annual report on Form 10-K filed
with the SEC on February 18, 2020.
The parties undertake no obligation to revise or update any
forward-looking statements for any reason.
Additional Information and Where to Find It
In connection with the proposed acquisition and required
stockholder approval, Acacia will file with the SEC a preliminary
proxy statement and a definitive proxy statement. The proxy
statement will be mailed to Acacia stockholders. Acacia's
stockholders are urged to read the proxy statement (including all
amendments and supplements) and other relevant materials when they
become available because they will contain important information.
Investors may obtain free copies of these documents (when they are
available) and other documents filed with the SEC at its website at
www.sec.gov. In addition, investors may obtain free copies of the
documents filed with the SEC by Acacia by going to Acacia's
Investor Relations page on its corporate website at
http://ir.acacia-inc.com/ or by contacting Acacia Investor
Relations at (212) 871-3927.
The Company and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from
Acacia's stockholders with respect to the acquisition. Information
about Acacia's directors and executive officers, including their
ownership of Acacia securities, is set forth in Acacia's annual
report on Form 10-K filed with the SEC on February 18, 2020, as amended on April 29, 2020, and Acacia's other filings with
the SEC. Investors may obtain more detailed information regarding
the direct and indirect interests of Acacia and its respective
executive officers and directors in the acquisition by reading the
preliminary and definitive proxy statements regarding the
transaction, which will be filed with the SEC.
In addition, Cisco and its executive officers and directors may
be deemed to have participated in the solicitation of proxies from
Acacia's stockholders in favor of the approval of the transaction.
Information concerning Cisco's directors and executive officers is
set forth in Cisco's proxy statement for its 2020 Annual Meeting of
Shareholders, which was filed with the SEC on October 21, 2020, annual report on Form 10-K
filed with the SEC on September 3,
2020, Form 8-Ks filed with the SEC on November 13, 2020, November 30, 2020, December 11, 2020, December 17, 2020 and January 7, 2021, and Cisco's other filings with
the SEC. These documents are available free of charge at the SEC's
website at www.sec.gov or by going to Cisco's Investor Relations
website at https://investor.cisco.com.
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SOURCE Cisco Systems, Inc.