Revisiting this part...
"The IPO will be under the name Luminent, Inc. which
was recently formed to merge our Optical Access business with FOCI and will now include QOI and
OIC."
and
"MRV believes that the mesh architecture of
Jolt?s systems is much
more cost effective, reliable and has better performance than the point to
multi-point system
proposed by Terabeam."
I must have been reading too fast. This indeed makes the proposed IPO more valuable. So if I understand this, there will be no OA ipo but it will be combined with the above
and become Luminent, Inc.
Then why did Noam dance around the persistent questioner
about when would OA be spun off, etc???
Subject:
MRV ANNOUNCES 1st QUARTER RESULTS AND THE ACQUISITIONS OF JOLT
LTD., OPTRONICS INTERNATIONAL CORPORATION AND QUANTUM OPTECH,
INC.
Date:
Thu, 27 Apr 2000 13:17:40 -0700
From:
Diana Hayden <diana@mrv.com>
To:
(Recipient list suppressed)
FOR IMMEDIATE RELEASE
MRV ANNOUNCES 1st QUARTER RESULTS AND THE ACQUISITIONS OF JOLT LTD.,
OPTRONICS INTERNATIONAL CORPORATION AND QUANTUM OPTECH, INC.
UNIFICATION OF OPTICAL COMPONENT ACTIVITIES TO TAKE PLACE
UNDER NEWLY FORMED LUMINENT, INC.
CHATSWORTH, Calif. April 27, 2000 - - MRV Communications, Inc. (Nasdaq: MRVC) today
announced the signing of definitive agreements to acquire Jolt Ltd., a pioneer in Optical Wireless
Communications, Optronics International Corporation (?OIC?), a leading manufacturer of Laser
Diodes and Transceivers, and Quantum Optech, Inc (?QOI?) a manufacturer of Optical Thin Film
Coating and Filters for Dense Wavelength Division Multiplexing (?DWDM?).
In addition, MRV announced that it has successfully closed the Fiber Optic Communications, Inc.
(?FOCI?) acquisition which was previously announced on February 22, 2000.
QOI
QOI is a leading manufacturer of optical thin film coating and components used to control the
propagation of light in DWDM and CWDM applications. This technology has become increasingly
important, as the demand for bandwidth drives up the number of wavelengths required in WDM
systems. QOI?s competitors in this field include Optical Coating Laboratory, Inc. recently acquired
by JDS Uniphase and NetOptix acquired by Corning. QOI was founded by Dr. W.N. Wang who is
now a professor at the University of Bath, England and currently serves as chairman and the head of
research of QOI. QOI is located in Taiwan.
OIC
OIC is a leading manufacturer of high temperature semiconductor lasers, transceivers and detectors
for optical networks. Its laser diodes are particularly suitable for fiber to the home applications. The
company has 170 people, of which more than 35 are scientific and engineering staff. OIC has a
foundry located at its headquarters facility in Hsinchu Science Park, Taiwan. The Company was
founded by Dr. C.J. Hwang a pioneer of the fiber optic industry, and a veteran of Bell Laboratories
and Hewlett Packard Research Laboratories. Dr Hwang currently serves as President of OIC.
Noam Lotan, President & CEO of MRV commented: ?Our motivation in acquiring OIC and QOI is
clear. Our optical components business stood to benefit greatly from the additional abilities to
produce high temperature semiconductor lasers and DWDM filters before launching its IPO. Now
that we have closed the FOCI transaction and with the QOI and OIC acquisitions expected to close
in Q2 we intend to file for the IPO in 90 days. The IPO will be under the name Luminent, Inc. which
was recently formed to merge our Optical Access business with FOCI and will now include QOI and
OIC. ?
Jolt
Jolt is a pioneer in wireless optics and its products are currently operating on 6 continents, with over
3,000 systems already installed. Jolt currently offers all-weather (except for heavy fog) 2km links
and has built its reputation on conservative specifications and reliability. Jolt, which is located in
Jerusalem, was founded by Dr. David Medved who is widely known for his pioneering work in the
physics of over-the-air optics. MRV believes that the mesh architecture of Jolt?s systems is much
more cost effective, reliable and has better performance than the point to multi-point system
proposed by Terabeam.
Terms of the agreements with QOI, OIC and Jolt call for the combined exchange of a total of
approximately 3,400,000 shares of MRV common stock, subject to limited adjustment for certain
conditions, for all of the outstanding shares each of these companies. These transactions are subject
to certain regulatory approvals and are expected to close within the next 60 days.
Financial
Revenues for the three months ended March 31, 2000 and 1999 were $65,072,000 and $70,116,000,
respectively. Pro forma net income, before amortization of acquisition intangibles and recognized
development stage enterprise costs was $790,000 for the first quarter of 2000 compared with
$1,896,000 for the first quarter of 1999. Pro Forma Basic and Diluted Earnings per Share before
amortization of acquisition intangibles and recognized development stage enterprise costs for Q1
2000 were $.03 compared with $.07 Basic and $.06 diluted in the first quarter of 1999.
Net Loss, including amortization of acquisition intangibles and recognized development stage
enterprise costs was $5,864,000 for the first quarter of 2000 compared with $909,000 for the first
quarter of 1999. Basic and Diluted Losses per Share including amortization of acquisition
intangibles and recognized development stage enterprise costs for Q1 2000 were $.21 compared with
$.03 in the first quarter of 1999.
Changes in our ownership levels in partner companies will cause, from time to time, changes as to
which partner companies are consolidated into our results. Through December 31, 1999 MRV?s
consolidated financial statements included those of Hyperchannel, Ltd. The investment round in
Hyperchannel that was completed in January, 2000 reduced MRV?s ownership level in
Hyperchannel to below 50% and their results have therefore been accounted for on the equity
method and are no longer consolidated with those of MRV.
About MRV Communications
MRV Communications is a world-class leader in optical network components and systems. The
company has leveraged its early leadership in fiber optic transmission into a well-focused range of
solutions, integrating switching, routing, access servers and optical transmission systems.
As the Internet evolves into a single global communication network, MRV has launched the
development of new technologies to drive the next-generation infrastructures. Such developments
encompass optical access systems, subscribers' management systems and Linux-based solutions.
MRV has initiated and funded cutting-edge start-up companies including Zaffire Inc. (formerly
known as New Access Communications), Charlotte's Networks, Hyperchannel, Zuma Networks and
most recently RedC Optical Networks Inc. MRV's Web site is located at mrv.com.
This release may contain forward-looking statements that involve risks and uncertainties. These
statements may differ materially from actual future events or results. Readers are referred to the
documents filed by MRV with the Securities and Exchange Commission, specifically the most recent
reports on Forms 10K and 10Q, which identify important risk factors that could cause actual results
to differ from those contained in the forward-looking statements, including potential fluctuations in
operating results, dependence on new product developments, rapid technological and market
changes, manufacturing risks, volatility of the company's stock price, financial risk management,
and future growth subject to risks. The announcement of the anticipated filing of any registration
statements contained herein does not constitute an offer of any securities for sale.
CONTACT: MRV Communications Inc.
Diana Hayden, 818/886-6782, Investor Relations
diana@mrv.com
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