OT: press release 8/18:
TELLIUM AND ZHONE ANNOUNCE FILING OF REGISTRATION STATEMENT S-4 FOR PROPOSED MERGER
Combined Entity To Provide Full Range Of Access, Metro And Core Optical Telecommunications Solutions
OAKLAND, CA, and OCEANPORT, NJ, (August 18, 2003)- Tellium, Inc. (Nasdaq:TELM), a leader in optical networking technology, and Zhone Technologies, Inc., a privately-held company dedicated to developing the full spectrum of next-generation access infrastructure solutions, today announced that Zhone and Tellium have filed a registration statement on Form S-4 with the Securities and Exchange Commission relating to the proposed merger of the two companies. The joint proxy statement/prospectus contained in the registration statement provides information regarding the proposed merger and seeks to register the Tellium shares issuable in the proposed merger that was announced on July 28, 2003.
Tellium and Zhone believe that the merger will provide substantial strategic and financial benefits to the stockholders of both companies, including:
* a strong balance sheet and cash position
* the opportunity to create a leading provider of access, local and core optical solutions to the global telecommunications industry
* advanced new access and transport offerings for each company's current customers which provide a bridge between existing copper-based loops and fiber optics
*
a collective customer base that includes some of the world's largest carriers
The merger is designed to create a stronger market leader in telecommunications. The combination will put the combined company in a better position to pursue its objectives of providing a comprehensive product portfolio for its carrier customers and achieving profitability. The filing of the registration statement is an important milestone toward the completion of the transaction, which the parties expect to close in the fall of 2003, subject to regulatory and stockholder approvals.
About Tellium
Tellium delivers high-speed, high-capacity, intelligent optical solutions that empower service providers around the world to create, run, control, simplify and optimize their networks. First in the world to provide in-service, intelligent optical switches, Tellium's Aurora Optical Switch™ family and the StarNet Software Suite™ together offer service providers a simple and cost-effective migration path to next-generation public networks.
Tellium®…smarter, faster optical networks.™
About Zhone Technologies, Inc. (Zhone)
Zhone's strategy combines existing solutions with Zhone's internally developed intellectual property to create a portfolio of scalable next-generation network products supporting a rich array of voice, data, video, and entertainment services. The company was founded by the senior management team that grew telecommunications pioneer Ascend Communications, Inc., from its startup roots to the multi-billion-dollar company acquired by Lucent Technologies (NYSE: LU) in June 1999. In July 2003, Zhone and Tellium (Nasdaq: TELM) announced that the two companies have entered into a definitive agreement to merge the two companies. Zhone's advanced networking solutions include the Single Line Multi-Service architecture (SLMS™), FlexBand™ Multi-service port, Zhone Management System (ZMS™), Broadband Access Node (BAN™), Multi-Access Line Concentrator (MALC™), AccessNode™ and Universal Edge™ 9000 products (purchased from Nortel Networks - NYSE/TSE: NT), Sechtor™ universal voice gateway, the Z-Edge™ access products, RAPTOR™ DSLAM and Multi-Access Line Concentrator (MALC ).
Additional Information Regarding the Merger
Zhone and Tellium have filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (SEC) in connection with the merger, which contains a Joint Proxy Statement/Prospectus. Any offer of securities will only be made pursuant to the Joint Proxy Statement/Prospectus. In addition, Zhone and Tellium will file other information and documents concerning the merger and their respective businesses with the SEC. WE URGE INVESTORS TO REVIEW THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER INFORMATION TO BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These documents will be available without charge on the SEC's web site at www.sec.gov and may be obtained without charge from the SEC at telephone number 800-SEC-0330. A free copy of these documents may also be obtained from Zhone Investor Relations or Tellium Investor Relations at the addresses set forth below. INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
The officers and directors of Zhone and Tellium may have interests in the merger, some of which may differ from, or may be in addition to, those of the stockholders of Zhone and Tellium generally. In addition, Zhone and Tellium, their respective officers, directors and certain other members of their management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Zhone and Tellium in favor of the merger. Information about the officers and directors of Zhone and Tellium and the interests they may have in the merger is available in the Joint Proxy Statement/Prospectus. Additional information about the officers and directors of Zhone is set forth in Zhone's Registration Statement on Form 10 filed with the SEC on April 30, 2003, as amended. Additional information about the officers and directors of Tellium is set forth in the proxy statement for Tellium's 2003 Annual Meeting of Stockholders filed with the SEC on April 30, 2003.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The rest can be seen at:
zhone.com
New symbol will be ZHNE
Dee Jay |
