FTC Grants Early Termination of Waiting Period for Tellabs' Proposed Merger With AFC
07 July 2004 - 11:00PM
PR Newswire (US)
FTC Grants Early Termination of Waiting Period for Tellabs'
Proposed Merger With AFC NAPERVILLE, Ill., and PETALUMA, Calif.,
July 7 /PRNewswire-FirstCall/ -- Tellabs (NASDAQ:TLAB) and AFC(R),
The Acronym for Access(SM) (NASDAQ:AFCI), today announced that the
Federal Trade Commission (FTC) has granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act for Tellabs' proposed merger with AFC. The two companies filed
for this approval on June 21, 2004. On June 23, 2004, Tellabs filed
a Registration Statement on Form S-4 with the Securities and
Exchange Commission (SEC), which is available on the SEC's web
site. This document is currently under review by the SEC. The SEC
may have comments and suggested revisions to the document before it
is finalized. When the comment and response process has concluded,
the finalized joint proxy statement/prospectus contained in the
Form S-4 will be sent to both companies' stockholders in connection
with the stockholder meetings that will be held to approve the
transaction. It is anticipated that the closing would occur
promptly after these meetings, assuming both companies'
stockholders approve the merger. The companies currently anticipate
closing the merger before the end of October 2004. About Tellabs --
Headquartered in Naperville, Ill., Tellabs delivers technology that
transforms the way the world communicates(TM). Tellabs experts
design, develop, deploy and support our solutions for telecom
service providers in more than 100 countries. More than two-thirds
of telephone calls and Internet sessions in several countries,
including the United States, flow through Tellabs equipment. Our
product portfolio provides solutions in next- generation optical
networking, managed access, carrier-class data, voice quality
enhancement and cable telephony. For details, see
http://www.tellabs.com/ . About AFC -- Headquartered in Petaluma,
Calif., AFC is a leading provider of broadband access solutions for
the global telecommunications industry. With a customer base of
more than 800 service providers worldwide, AFC continues to build
and support the world's evolving broadband access network
architecture. For more information, please visit AFC online at
http://www.afc.com/ or call 1-800-690-AFCI. Forward-Looking
Statements -- Additional Information and Where to Find It This
communication is not a solicitation of a proxy from any security
holder of Tellabs, Inc. or Advanced Fibre Communications, Inc.
Tellabs, Inc. has filed with the Securities and Exchange Commission
a Registration Statement on Form S-4 (File No. 333-116794) which
contains a Preliminary Joint Proxy Statement/Prospectus. Tellabs,
Inc. and Advanced Fibre Communications, Inc. expect to mail a
Definitive Joint Proxy Statement/Prospectus to their respective
stockholders concerning the proposed merger of Advanced Fibre
Communications, Inc. with a subsidiary of Tellabs, Inc. WE URGE
INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED
WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain the documents
free of charge at the SEC's website, http://www.sec.gov/ . In
addition, documents filed with the SEC by Tellabs, Inc. will be
available free of charge from Tellabs Investor Relations, 1415 West
Diehl Road, Naperville, IL 60563, 630-798-8800. Documents filed
with the SEC by Advanced Fibre Communications, Inc. will be
available free of charge from Advanced Fibre Communications
Investor Relations, 1465 North McDowell Blvd., Petaluma, CA, USA
94954, 707-792-3500. Interest of Certain Persons in the Merger.
Tellabs, Inc. and Advanced Fibre Communications, Inc., and their
respective directors and executive officers and other members of
their management and employees, may be deemed to be participants in
the solicitation of proxies from the stockholders of Tellabs, Inc.
and Advanced Fibre Communications, Inc. in connection with the
merger. The directors and executive officers of Tellabs, Inc. and
Advanced Fibre Communications, Inc. have interests in the merger,
some of which may differ from, or may be in addition to, those of
the respective stockholders of Tellabs, Inc. and Advanced Fibre
Communications, Inc. generally. Those interests will be described
in greater detail in the Definitive Joint Proxy
Statement/Prospectus with respect to the merger, which may include
potential membership on the Tellabs, Inc. Board of Directors,
option and stock holdings and indemnification. Information about
the directors and executive officers of Tellabs, Inc. and their
ownership of Tellabs, Inc. stock is set forth in the proxy
statement for Tellabs, Inc.'s 2004 annual meeting of stockholders.
Information about the directors and executive officers of Advanced
Fibre Communications, Inc. and their ownership of Advanced Fibre
Communications, Inc. stock is set forth in the proxy statement for
Advanced Fibre Communications, Inc.'s 2004 annual meeting of
stockholders. Investors may obtain additional information regarding
the interests of the participants by reading the joint proxy
statement/prospectus. NOTICE TO INVESTORS, PROSPECTIVE INVESTORS
AND THE INVESTMENT COMMUNITY -- CAUTIONARY INFORMATION REGARDING
FORWARD-LOOKING STATEMENTS Statements in this press release
regarding the proposed merger of Tellabs, Inc. and Advanced Fibre
Communications, Inc., which are not historical facts, including the
anticipated timing of the merger, are "forward-looking statements."
Forward-looking statements are not guarantees of future events or
performance and involve risks, uncertainties and other factors that
may cause actual events and either company's actual performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by those
statements. Actual events and either company's actual future
results could differ materially from those predicted in such
forward-looking statements. Investors and security holders are
cautioned not to place undue reliance on these forward-looking
statement and any such forward-looking statements are qualified in
their entirety by reference to the following cautionary statements.
Important factors upon which the forward-looking statements
presented in this release are premised include: (a) receipt of
regulatory and stockholder approvals without unexpected delays or
conditions and fulfillment of all other contractual conditions to
the closing of the merger; (b) timely implementations and execution
of merger integration plans; (c) retention of customers and
critical employees; (d) economic changes impacting the
telecommunications industry; (e) successfully leveraging
Tellabs/Advanced Fibre Communications' comprehensive product
offering to the combined customer base; (f) the financial condition
of telecommunication service providers and equipment vendors,
including any impact of bankruptcies; (g) the impact of customer
and vendor consolidation; (h) successfully introducing new
technologies and products ahead of competitors; (i) successful
management of any impact from slowing economic conditions or
customer demand; and (j) protection and access to intellectual
property, patents and technology. In addition, the ability of
Tellabs/Advanced Fibre Communications to achieve the expected
revenues, accretion and synergy savings also will be affected by
the effects of competition (in particular the response to the
proposed transaction in the marketplace), the effects of general
economic and other factors beyond the control of Tellabs/Advanced
Fibre Communications, and other risks and uncertainties described
from time to time in Tellabs/Advanced Fibre Communications' public
filings with the Securities and Exchange Commission. Tellabs and
Advanced Fibre Communications disclaim any intention or obligation
to update or revise any forward-looking statements. Advanced Fibre
Communications, Inc., AFC, the AFC logo, and DISC*S are registered
trademarks of Advanced Fibre Communications, Inc. The Acronym for
Access is a service mark of Advanced Fibre Communications, Inc.
Tellabs, Tellabs logo, and technology that transforms the way the
world communicates are trademarks or registered trademarks of
Tellabs or one of its affiliates in the United States and/or other
countries. Any other trademarks are the property of their
respective owners. DATASOURCE: Tellabs CONTACT: Investors, Tom
Scottino, +1-630-798-3602, or , or Media, Ariana Nikitas,
+1-630-798-2532, or , both of Tellabs; or Investors, Jeff Finn,
+1-707-793-7720, or , or Media, Teresa Novak, +1-707-793-4410, or ,
both of AFC Web site: http://www.afc.com/ http://www.tellabs.com/
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