01—Abstract
Summary
Summary of the 8-K filed January 24, 2008. Cited figures are marked; the original filing is the authoritative source.
Ciena Corporation (CIEN) announced on January 24, 2008, a significant development: the entry into a definitive Agreement and Plan of Merger with World Wide Packets, Inc. This strategic move involves Ciena acquiring World Wide Packets through a merger, making World Wide Packets a wholly owned subsidiary of Ciena.
The transaction, approved by the boards and stockholders of both companies, is structured as an all-stock and cash deal, with an approximate total consideration of $200 milliona in cash and roughly 3.4 million shares of Ciena common stock. This acquisition signifies Ciena's intent to expand its capabilities and market presence. Investors should note that a portion of the deal consideration, specifically $20 million in cash and 340,000 Ciena shares, will be held in escrow for one year to cover indemnification obligations.
The transaction is subject to customary closing conditions, including antitrust approvals. Ciena will also assume World Wide Packets' outstanding stock options and warrants, converting them into Ciena stock or equivalent rights. This move is expected to integrate World Wide Packets' technology and customer base into Ciena's operations.
02—Key points
Key Highlights
- Ciena Corporation to acquire World Wide Packets, Inc. via a merger agreement.
- Transaction valued at approximately $200 million in cash and 3.4 million shares of Ciena common stock.
- Merger is an all-stock and cash transaction, with World Wide Packets becoming a wholly owned subsidiary of Ciena.
- $20 million in cash and 340,000 Ciena shares will be placed in escrow for indemnification.
- Ciena will assume and convert World Wide Packets' outstanding stock options and warrants.
- Transaction is subject to customary closing conditions, including antitrust approvals (e.g., Hart-Scott-Rodino Act).
- Shares issued in the merger and to warrant holders will be registered for resale by Ciena.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This 8-K filing reports the entry into a material definitive agreement, specifically an Agreement and Plan of Merger between Ciena Corporation and World Wide Packets, Inc. It outlines the terms and conditions of Ciena's acquisition of World Wide Packets.
What is the total value of the acquisition, and how will it be paid?
The total consideration for the acquisition is approximately $200 million in cash and about 3.4 million shares of Ciena common stock. A portion of this will be subject to adjustments based on World Wide Packets' debt and transaction expenses at closing.
What happens to World Wide Packets' stock options and warrants?
Ciena will assume all outstanding World Wide Packets stock options and convert them into options to acquire Ciena common stock. Unexercised World Wide Packets warrants will be converted into the right to receive cash and Ciena common stock, equivalent to what a World Wide Packets stockholder would have received.
Are there any significant conditions or risks associated with this merger?
Yes, the closing of the merger is subject to customary conditions, including the expiration or termination of waiting periods under antitrust laws like the Hart-Scott-Rodino Antitrust Improvements Act. The actual merger consideration is also subject to adjustments based on World Wide Packets' debt and transaction expenses.
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