CHATSWORTH, California and
MUNICH, July 3, 2017 /PRNewswire/ -- MRV
Communications, Inc. (NASDAQ: MRVC), a provider of innovative
network solutions for data center operators, service providers, and
enterprises, today announced that ADVA Optical Networking (FSE:
ADV) has agreed to acquire MRV. Under the terms of the agreement,
ADVA Optical Networking will make a tender offer of $10.00 per share for all the outstanding common
stock of MRV. The agreement has been approved and unanimously
recommended by both the board of directors of ADVA Optical
Networking and the board of directors of MRV. The acquisition is
subject to customary closing conditions, including the tender of at
least a majority of MRV Communications, Inc. outstanding shares of
common stock.
"The network equipment markets that we serve continue to be
highly competitive. In this environment, we concluded that the best
course of action for MRV's shareholders was to undertake a review
of strategic alternatives. At the conclusion of this review, we
have determined that the agreement we have reached to be acquired
by ADVA Optical Networking provides the best alternative for MRV
and its shareholders. We see a very natural fit between ADVA
Optical Networking and MRV as both companies have been
long-standing suppliers to the Carrier Ethernet and Optical
Transport markets. With so much in common technically and
culturally but with relatively little overlap among customers, the
combined company will be in a stronger position to support the
evolving needs of its target markets," said Mark Bonney, CEO of MRV.
Cowen and Company, LLC is acting as financial adviser to MRV
Communications, Inc. Norton Rose Fulbright LLP is serving as MRV
Communications, Inc.'s legal adviser. Hogan Lovells is serving as
ADVA Optical Networking's legal adviser.
Further Information:
The tender offer described herein has not yet commenced, and
this material is neither an offer to purchase nor a solicitation of
an offer to sell shares of MRV Communications, Inc. common stock.
At the time the tender offer is commenced, ADVA Optical Networking
will file a tender offer statement and MRV Communications, Inc.
will file a Solicitation/Recommendation Statement with the United
States Securities and Exchange Commission (the "SEC"). MRV
COMMUNICATIONS, INC. SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE
TENDER OFFER AND SOLICITATION/RECOMMENDATION DOCUMENTS THAT WILL BE
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT MRV COMMUNICTIONS, INC. SHAREHOLDERS SHOULD CONSIDER BEFORE
TENDERING THEIR SHARES. These documents will be available for free
at the SEC's website and by directing a request to either MRV
Communications, Inc. 20520 Nordhoff Street, Chatsworth, CA 91311 or ADVA Optical
Networking, Campus Martinsried, Fraunhoferstraße 9a, 82152
Martinsried/Munich, Germany.
This release contains forward-looking statements about MRV
Communications, Inc. and ADVA Optical Networking and their
respective subsidiaries and businesses. These include, without
limitation, those concerning the strategy of an integrated group,
future growth potential of markets and products, profitability in
specific areas, the future product portfolio, development of and
competition in economies and markets of the group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors, many of which are outside
of MRV Communications, Inc.'s and ADVA Optical Networking's
control, are difficult to predict and may cause actual results to
differ significantly from any future results expressed or implied
in the forward-looking statements in this release.
While MRV Communications, Inc. and ADVA Optical Networking
respectively believe that the assumptions made and the expectations
reflected in this release are reasonable, no assurance can be given
that such assumptions or expectations will prove to have been
correct and no guarantee of whatsoever nature is assumed in this
respect. The uncertainties include, inter alia, the risk of a
change in general economic conditions and government and regulatory
actions. These known, unknown and uncertain factors are not
exhaustive, and other factors, whether known, unknown or
unpredictable, could cause actual results or ratings to differ
materially from those assumed hereinafter. MRV Communications, Inc.
and ADVA Optical Networking undertake no obligation to update or
revise the forward-looking statements in this release whether as a
result of new information, future events or otherwise.
About MRV Communications, Inc.
MRV Communications, Inc. (NASDAQ: MRVC) enables service
providers, data center operators and enterprises to make their
networks smarter, faster and easier to operate. MRV Communications,
Inc.'s end-to-end portfolio includes innovative packet, optical and
software platforms designed for flexibility and reliability. To
learn more about MRV Communications, Inc. visit www.mrv.com.
About ADVA Optical Networking
ADVA Optical Networking is a company founded on innovation and
driven to help our customers succeed. For over two decades, our
technology has empowered networks across the globe. We're
continually developing breakthrough hardware and software that
leads the networking industry and creates new business
opportunities. It's these open connectivity solutions that enable
our customers to deliver the cloud and mobile services that are
vital to today's society and for imagining new tomorrows. Together,
we're building a truly connected and sustainable future. For more
information on how we can help you, please visit us at:
www.advaoptical.com.
Published By:
MRV Communications, Inc., Chatsworth,
California, USA
www.mrv.com
ADVA Optical Networking SE, Munich,
Germany
www.advaoptical.com
For MRV Communications, Inc. Press Inquiries:
Adam Scheer
t: +1(609)216-4687
ascheer@mrv.com
For MRV Communications, Inc. Investor Inquiries:
Cathy Mattison/Kirsten Chapman, LHA Investor Relations
t: +1(415)-433-3777
ir@mrv.com
For ADVA Optical Networking Press Inquiries:
Gareth Spence
t: +44-1904-699-358
public-relations@advaoptical.com
For ADVA Optical Networking Investor Inquiries:
Stephan Rettenberger
t: +49-89-890-665-854
investor-relations@advaoptical.com
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SOURCE MRV Communications
