To: GST who wrote (139478 ) 2/19/2002 10:23:52 AM From: H James Morris Respond to of 164684 >>ONIS is a good example of a company too weak to survive on its own.<< You're not the only one who thought that. >>February 19, 2002 LINTHICUM, Md. – Ciena Corp., the second-largest U.S. maker of fiber-optic telephone equipment, will buy rival ONI Systems Corp. for $1.2 billion in stock and debt to add sales in one of the only rising communications-gear markets. Ciena's offer includes $900 million in stock and $300 million in assumed debt, Ciena spokesman Glenn Jasper said. The bid values ONI shares, down 87 percent in the past year, at about $6.20, a 12 percent premium over Friday's closing price. Analysts expect both companies to lose money for two years as customers such as Qwest Communications International Inc. pare equipment spending. ONI is smaller than Ciena and specializes in gear that boosts capacity on citywide fiber networks, one of the few areas where analysts expect spending to increase in 2002. "I don't think the near-term prospects for either company were that good," said John Wilson, an analyst at RBC Capital Markets who has a "sector perform" rating on Ciena shares and doesn't own them. "If the industry environment was anything close to normal, you probably wouldn't see a deal like this." Ciena, based in Linthicum, Md., is expected to have a loss of 66 cents a share in the fiscal year ending October 2002 and 31 cents the following year, the average estimates of analysts polled by IBES International Inc. San Jose-based ONI is forecast to have losses of 65 cents a share this calendar year and 50 cents in 2003, an IBES survey said. ONI may catapult Ciena to first place in the market for network gear in metropolitan areas. ONI's market share fell to 26 percent in the third quarter from 34 percent in the second, according to researcher Dell'Oro Group of Redwood City. Nortel Networks Corp. ranked first with 37 percent; Ciena was third with 22 percent. Dell'Oro Group expects the market for such equipment to increase to $688 million in 2002 from $676 million last year. Synergy Research Group Inc. forecasts the market for all fiber-optic equipment will fall to $18 billion in 2002 from $21.6 billion in 2001, according to a November report. "It definitely helps Ciena become a better competitive threat to Nortel," said Judd Axelson, an analyst at AAL/Lutheran Brotherhood, which has $56 billion in assets and owns Ciena shares. "ONI had good products, but over the long term they would have suffered from competition from large companies with larger product suites." Ciena has acquired companies including closely held Cyras Systems Inc. to bolster its line of devices used in urban areas. Ciena's plan to be acquired by Tellabs Inc. in 1998 was thwarted by shareholder opposition and declining stock prices. uniontrib.com