Ciena®
Corporation (NASDAQ: CIEN) today announced that it has priced an
offering of $375 million aggregate principal amount of its Convertible
Senior Notes due 2015 (the "Notes”), in a private offering to qualified
institutional buyers in reliance on an exemption from registration under
the Securities Act of 1933, as amended (the "Securities Act”). The Notes
will be Ciena’s senior unsecured obligations and will rank equally with
all of Ciena’s other existing and future senior unsecured debt. The
Notes will bear interest at the rate of 4% per annum from the date of
issuance, payable semi-annually on March 15 and September 15, commencing
on September 15, 2010. The Notes will mature on March 15, 2015.
The Notes may be converted prior to maturity (unless earlier redeemed or
repurchased) at the option of the holder into shares of CIENA common
stock at the initial conversion rate of 49.0557 shares of Ciena common
stock per $1,000 in principal amount of Notes, which is equal to an
initial conversion price of approximately $20.38 per share and
represents a 35% conversion premium over the closing price of Ciena
common stock of $15.10 on March 8, 2010. The closing of the offering is
expected to occur on March 15, 2010, subject to the satisfaction of
customary closing conditions.
Ciena intends to use approximately $243.8 million of the net proceeds of
this offering to replace its existing contractual obligation to issue 6%
senior convertible notes due 2017 as part of the aggregate purchase
price for its pending acquisition of the optical networking and carrier
Ethernet assets of Nortel’s Metro Ethernet Networks (MEN) business.
Ciena’s agreement to acquire Nortel’s MEN assets permits Ciena to elect,
prior to closing, to replace the $239 million in 6% senior convertible
notes due 2017 that are to be issued as part of the purchase price with
cash equivalent to 102% of the face amount of the notes replaced, or
$243.8 million. Ciena intends to use the remaining net proceeds from
this offering to reduce the amount of cash on hand that Ciena needs to
fund the $530.0 million cash portion of the aggregate purchase price for
the acquisition of Nortel’s MEN assets. The offering of the Notes is not
conditioned on the closing of the acquisition, and if the acquisition is
not completed, Ciena intends to use the net proceeds of the offering for
general corporate purposes.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Notes and the shares of
Ciena common stock issuable upon conversion of the Notes will not be
registered under the Securities Act, or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States absent
registration under the Securities Act or an applicable exemption from
registration requirements.
Note to Ciena Investors
Forward Looking Statements:
This press release contains certain forward-looking statements based on
current expectations, forecasts and assumptions that involve risks and
uncertainties. These statements are based on information available to
the Company as of the date hereof; and Ciena's actual results could
differ materially from those stated or implied, due to risks and
uncertainties associated with its business, which include the risk
factors disclosed in its Report on Form 10-Q, which Ciena filed with the
Securities and Exchange Commission on March 5, 2010. Forward-looking
statements include statements regarding Ciena's expectations, beliefs,
intentions or strategies regarding the future and can be identified by
forward-looking words such as "anticipate," "believe," "could,"
"estimate," "expect," "intend," "may," "should," "will," and "would" or
similar words. Ciena assumes no obligation to update the information
included in this press release, whether as a result of new information,
future events or otherwise.
