Cyan Stockholders Approve Acquisition by Ciena
01 August 2015 - 2:00AM
Business Wire
Cyan Inc. (NYSE: CYNI) and Ciena Corporation (NYSE:CIEN),
jointly announced that at Cyan’s annual meeting of shareholders
held on July 31, 2015, Cyan’s stockholders voted in favor of the
proposal to adopt the previously announced acquisition of Cyan by
Ciena. Cyan’s stockholders also approved the share issuance
proposals related to Cyan issuing shares in connection with the
conversion of its 8% Senior Convertible Notes due 2019 and the
exercise of the related warrants.
At the annual meeting, 35,088,780 shares were voted in favor of
the proposal to adopt the Merger Agreement, which represents
approximately 71% of Cyan’s total outstanding shares.
Under the terms of the Merger Agreement, at the closing of the
Merger, each share of Cyan common stock will be converted into the
right to receive merger consideration with a total value equal to
the value of 0.224 shares of Ciena common stock, 89% of which will
be paid in shares of Ciena common stock and 11% of which will be
paid in cash. This ratio is fixed by agreement and Cyan
stockholders will not have the option to elect to receive stock or
cash in a different ratio. The value of the cash portion of the
merger consideration will be calculated based on the volume
weighted average price per share of Ciena common stock on the New
York Stock Exchange on the last trading day immediately prior to
the Closing. Holders of Cyan common stock will also be entitled to
be paid cash in lieu of fractional shares of Ciena common stock.
Based on the structure of the transaction, Cyan’s outstanding
warrants will be deemed to have been automatically exercised upon
closing. In addition, Ciena will also assume Cyan’s outstanding
equity awards.
Subject to the satisfaction of certain additional customary
closing conditions, the closing of the merger is anticipated to
occur on or about August 3, 2015.
About Cyan
Cyan (NYSE: CYNI) enables network transformation. The company’s
network virtualization solutions deliver orchestration, agility,
and scale to networks, that until now, have been static and
hardware driven. Serving carriers, enterprises, governments, and
data centers globally, Cyan’s open platforms provide multi-vendor,
multi-layer control and visibility to network operators, making
service delivery more efficient and profitable. Cyan’s solutions
include the award-winning Blue Planet SDN and NFV software,
Z-Series hyperscale, and N-Series hardware platforms. For more
information, please visit www.cyaninc.com or follow Cyan on Twitter
at twitter.com/CyanNews.
About Ciena
Ciena (NYSE: CIEN) is the network specialist. We collaborate
with customers worldwide to unlock the strategic potential of their
networks and fundamentally change the way they perform and compete.
Ciena leverages its deep expertise in packet and optical networking
and distributed software automation to deliver solutions in
alignment with its OPn architecture for next-generation
networks. We enable a high-scale, programmable infrastructure that
can be controlled and adapted by network-level applications, and
provide open interfaces to coordinate computing, storage and
network resources in a unified, virtualized environment. For
updates on Ciena news, follow us on Twitter @Ciena or on LinkedIn
http://www.linkedin.com/company/ciena. Investors are encouraged to
review the Investors section of our website
at www.ciena.com/investors, where we routinely post press
releases, SEC filings, recent news, financial results, and other
announcements. From time to time we exclusively post material
information to this website along with other disclosure channels
that we use.
Cautionary Statement Regarding Forward Looking
Statements
This communication contains “forward-looking” statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. Forward-looking statements are those that
address activities, events or developments that we intend, expect,
project, believe or anticipate will or may occur in the future.
Forward-looking statements are those that use terms such as
“anticipates,” “believes,” “plans,” “expects,” “projects,”
“future,” “intends,” “may,” “will,” “should,” “could,” “estimates,”
“predicts,” “potential,” “continue,” “guidance,” and similar
expressions. Forward-looking statements are based on management’s
current assumptions and expectations, and actual results could
differ materially from the results contemplated by these
forward-looking statements due to a number of risks and
uncertainty. Such risks and uncertainty include, but are not
limited to, the occurrence of any event, change or other
circumstances that could give rise to a termination of the Merger
Agreement and other factors, including, but not limited to, those
described in the documents Cyan and Ciena have filed with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with the Merger Agreement and
risks that are described in the “Risk Factors” section of the
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
other documents filed from time to time with the SEC by Cyan and
Ciena. Neither Cyan nor Cyan gives any assurance that either Ciena
or Cyan will achieve its expectations. All forward-looking
statements included in this document are based upon information
available to Cyan and Ciena on the date hereof, and neither Cyan
nor Ciena assumes any obligation to update or revise any such
forward-looking statements.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150731005591/en/
Press ContactsCyanJoe Cumello,
410-227-7487joe.cumello@cyaninc.comorCienaNicole Anderson,
877-857-7377pr@ciena.comorInvestor ContactsCyanThe Blueshirt
GroupMaria Riley, 707-283-2850ir@cyaninc.comorCienaGregg Lampf,
877-243-6273ir@ciena.com
CYAN INC (NYSE:CYNI)
Historical Stock Chart
From Jun 2024 to Jul 2024
CYAN INC (NYSE:CYNI)
Historical Stock Chart
From Jul 2023 to Jul 2024