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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version on businesswire.com: http://www.businesswire.com/news/home/20150616005660/en/
Press Contacts:Ciena CorporationNicole Anderson,
410-694–5786pr@ciena.comorCyan Inc.Joe Cumello,
410-227-7487joe.cumello@cyaninc.comInvestor
Contacts:Ciena CorporationGregg Lampf,
410-694-5700ir@ciena.comorThe Blueshirt GroupMaria Riley,
707-283-2850ir@cyaninc.com