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8-K - FORM 8-K - CIENA CORP | c98081e8vk.htm |
EX-4.1 - EXHIBIT 4.1 - CIENA CORP | c98081exv4w1.htm |
Exhibit 99.1
Ciena Sells $375 Million in Convertible Senior Notes Due 2015
Linthicum, MD 03/16/2010
Ciena® Corporation (NASDAQ: CIEN) today announced the successful closing of its offering of $375
million aggregate principal amount of Convertible Senior Notes due 2015 (the Notes), in a private
offering to qualified institutional buyers in reliance on an exemption from registration under the
Securities Act of 1933, as amended (the Securities Act). The Notes are Cienas senior unsecured
obligations and rank equally with all of Cienas other existing and future senior unsecured debt.
The Notes bear interest at the rate of 4% per annum from the date of issuance, payable
semi-annually on March 15 and September 15, commencing on September 15, 2010. The Notes will mature
on March 15, 2015.
The Notes may be converted prior to maturity (unless earlier redeemed or repurchased) at the option
of the holder into shares of Ciena common stock at the initial conversion rate of 49.0557 shares of
Ciena common stock per $1,000 in principal amount of Notes, which is equal to an initial conversion
price of approximately $20.38 per share.
Ciena intends to use approximately $243.8 million of the net proceeds of this offering to replace
its existing contractual obligation to issue 6% senior convertible notes due 2017 as part of the
aggregate purchase price for its pending acquisition of the optical networking and carrier Ethernet
assets of Nortels Metro Ethernet Networks (MEN) business. Cienas agreement to acquire Nortels
MEN assets permits Ciena to elect, prior to closing, to replace the $239 million in 6% senior
convertible notes due 2017 that are to be issued as part of the purchase price with cash equivalent
to 102% of the face amount of the notes replaced, or $243.8 million. Ciena intends to use the
remaining net proceeds from this offering to reduce the amount of cash on hand that Ciena needs to
fund the $530.0 million cash portion of the aggregate purchase price for the acquisition of
Nortels MEN assets. If the acquisition is not completed, Ciena intends to use the net proceeds of
the offering for general corporate purposes.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale would be unlawful. The Notes and the shares of Ciena common stock
issuable upon conversion of the Notes will not be registered under the Securities Act, or the
securities laws of any other jurisdiction, and may not be offered or sold in the United States
absent registration under the Securities Act or an applicable exemption from registration
requirements.
About Ciena
Ciena specializes in practical network transition. We offer leading network infrastructure
solutions, intelligent software and a comprehensive services practice to help our customers use
their networks to fundamentally change the way they compete. With a growing global presence, Ciena
leverages its heritage of practical innovation to deliver maximum performance and economic value in
communications networks worldwide. For more information, visit www.ciena.com.
Note to 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 Cienas
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 March 5, 2010. Forward-looking
statements include statements regarding Cienas 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.
Press Contacts:
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Investor Contacts: | |
Nicole Anderson Ciena Corporation (877) 857 -7377 pr@ciena.com |
Lisa Jackson Ciena Corporation (888) 243-6223 ir@ciena.com |