01—Abstract
Summary
Summary of the 8-K/A filed May 28, 2010. Cited figures are marked; the original filing is the authoritative source.
CIENA CORP (CIEN) filed an 8-K/A on May 28, 2010, to amend and supplement a prior 8-K regarding the acquisition of substantially all of the optical networking and Carrier Ethernet assets of Nortel's Metro Ethernet Networks (MEN) business.
The acquisition, completed on March 19, 2010, was for an aggregate purchase price of $773.8 milliona in cash, which was subsequently adjusted downwards by approximately $62.0 million due to working capital adjustments at closing. A further potential reduction of up to $19.0 million is anticipated pending finalization. This filing primarily provides the audited historical financial statements for the MEN Business and unaudited pro forma financial information, as required by SEC regulations.
Investors can use these financial statements to better understand the financial health and performance of the acquired MEN business and to assess the potential impact of this significant acquisition on Ciena's overall financial position and future earnings. The inclusion of pro forma statements offers a view of the combined entity's financial performance as if the acquisition had occurred at an earlier date.
02—Key points
Key Highlights
- Ciena Corporation completed the acquisition of substantially all of Nortel's Metro Ethernet Networks (MEN) business on March 19, 2010.
- The initial aggregate purchase price for the MEN business was $773.8 million, paid entirely in cash.
- A working capital adjustment at closing reduced the purchase price by approximately $62.0 million.
- An additional working capital adjustment of up to $19.0 million is expected, subject to finalization.
- This 8-K/A filing supplements a previous report by providing audited financial statements of the acquired MEN business.
- Unaudited pro forma financial information for the combined entities is also included.
- The filing provides detailed financial statements for the MEN business for the years ended December 31, 2009, 2008, and 2007.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K/A filing?
This Form 8-K/A is an amendment and supplement to a prior filing, primarily to include the required audited financial statements of the acquired Nortel MEN business and unaudited pro forma financial information, as per SEC regulations related to significant acquisitions.
What was the final purchase price for the Nortel MEN business?
The initial purchase price was $773.8 million in cash. This was decreased by approximately $62.0 million at closing due to working capital adjustments. A further potential decrease of up to $19.0 million is expected, subject to finalization.
What financial information is provided for the acquired business?
The filing includes the audited combined balance sheets of the MEN Business as of December 31, 2009 and 2008, and the related combined statements of operations, changes in invested equity and comprehensive loss, and cash flows for the years ended December 31, 2009, 2008, and 2007.
What is the significance of the pro forma financial information?
The unaudited pro forma financial information presents the combined financial results of Ciena and the acquired MEN business as if the acquisition had occurred at an earlier date. This helps investors assess the potential impact of the acquisition on Ciena's overall financial performance and position.
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