EXHIBIT 99.1
Filed by Finisar Corporation pursuant to Rule 14a-12
under the Securites Exchange Act of 1934, as amended
Commission File No.: 000-27999
[FINISAR LOGO] [INFINEON TECHNOLOGIES LOGO]
Contact: NEWS RELEASE
Steve Workman Barbara Reif
Senior VP Finance, Chief Financial Officer Corporate Communications
Finisar Corporation Infineon Technologies
408-542-4102 +49 89 234 20166
steve.workman@Finisar.com or contacts of Christoph Liedtke
Shelby Palmer Dominik Asam
Investor Relations VP and Head of IMV
Finisar Corporation Infineon Technologies AG
408-542-5050 +49(0)89-234-26153
investor.relations@Finisar.com investor.relations@Infineon.com
FINISAR AND INFINEON MODIFY TERMS OF AGREEMENT
SUNNYVALE, Calif.--(Market Wire) October 11, 2004-- Finisar Corporation (NASDAQ:
FNSR) and Infineon Technologies AG, Munich (FSE/NYSE: IFX) announced today that
they have agreed to modify the terms of a previously announced agreement under
which Finisar is to acquire Infineon's Fiber Optics Business Unit based in
Berlin, Germany. The terms were modified in part due to the operating results
for this business unit during the past six months. Under the terms of the
modified agreement, Finisar will issue approximately 110 million shares of
Finisar common stock to Infineon compared to approximately 135 million shares
that would have been issuable under the original agreement. Following the
transaction, Infineon will hold a 33 percent equity interest in Finisar. In
addition, Infineon has agreed to provide financial assistance with respect to
the costs of restructuring the operations of the Fiber Optics Business Unit and
integrating those operations with Finisar's following the closing.
The transaction is subject to approval by Finisar's shareholders, applicable
regulatory approvals and other customary closing conditions. Jerry Rawls,
President and CEO of Finisar, and Frank Levinson, Chairman and Chief Technology
Officer of Finisar, who own an aggregate of approximately 16% of the outstanding
Finisar shares, have entered into agreements with Infineon to vote their shares
in favor of the transaction. The companies have already received the required
antitrust clearances in the U.S. and Europe.
As previously announced, the acquisition will involve the transfer of Infineon's
fiber optic development, manufacturing, and certain marketing activities and
approximately 1,200 employees. The Infineon Fiber Optics Business Unit develops,
manufactures and markets a broad range of fiber optic datacom and telecom
modules supporting the common MSA standards, BIDI components that allow
bi-directional transmission on a single fiber for fiber-to-the-home applications
(FTTH), and plastic optical fiber (POF) components that are used in automotive
applications, specifically, for entertainment and safety systems.
Pending the approval of Finisar's shareholders, the transaction is now expected
to close in the fourth calendar quarter of this year.
At closing, Mr. Thomas Seifert, CEO of Infineon's Memory Products Group, is
expected to join the Finisar Board of Directors.
FINISAR AND INFINEON MODIFY TERMS OF AGREEMENT
PAGE 2
Deutsche Bank Securities is acting as sole financial advisor to Finisar.
Citigroup Global Markets is acting as sole financial advisor to Infineon.
ABOUT FINISAR
Finisar Corporation (NASDAQ: FNSR) is a technology leader for fiber optic
subsystems and network performance test systems. These products enable
high-speed data communications for networking and storage applications over
Gigabit Ethernet Local Area Networks (LANs), Fibre Channel Storage Area Networks
(SANs), and Metropolitan Area Networks (MANs) using IP and SONET/SDH-based
protocols. The Company's headquarters is in Sunnyvale, California, USA.
www.Finisar.com
ABOUT INFINEON
Infineon Technologies AG, Munich, Germany, offers semiconductor and system
solutions for the automotive and industrial sectors, for applications in the
wired communications markets, secure mobile solutions as well as memory
products. With a global presence, Infineon operates in the US from San Jose, CA,
in the Asia-Pacific region from Singapore and in Japan from Tokyo. In fiscal
year 2003 (ending September), the company achieved sales of Euro 6.15 billion
with about 32,300 employees worldwide. Infineon is listed on the DAX index of
the Frankfurt Stock Exchange and on the New York Stock Exchange (ticker symbol:
IFX). www.Infineon.com.
SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for statements of historical fact, the statements contained in this press
release are forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, including statements regarding
Finisar's expectations, beliefs, intentions, or strategies regarding the future.
All forward-looking statements included in this press release are based upon
information available to Finisar as of the date hereof, and Finisar assumes no
obligation to update any such forward-looking statements. Forward-looking
statements involve risks and uncertainties, which could cause actual results to
differ materially from those projected. These uncertainties include potential
problems related to the assimilation and integration of the operations,
technologies and products of Infineon's Fiber Optics Business, as well as risks
associated with the rapidly evolving markets for Finisar's products and
uncertainty regarding the development of these markets; Finisar's historical
dependence on sales to a limited number of customers and fluctuations in the mix
of customers in any period; ongoing new product development and introduction of
new and enhanced products; the challenges of rapid growth followed by periods of
contraction; and intensive competition. Other risks relating to Finisar's
business are set forth in Finisar's Annual Report on Form 10-K and other interim
reports as filed with the Securities and Exchange Commission.
# # #
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release may be deemed to be solicitation material in respect of the
proposed acquisition of the fiber optics business unit of Infineon Technologies
AG by Finisar Corporation. In connection with the proposed transaction, Finisar
has filed with the SEC a preliminary proxy statement regarding the proposed
acquisition transaction on Schedule 14A. The information contained in the
preliminary proxy statement is not complete and may be changed. Investors are
urged to read the definitive proxy statement when it becomes available and any
other relevant documents filed with the SEC because they will contain important
information. The definitive proxy statement will be sent to the stockholders of
Finisar seeking their approval of the issuance of Finisar common stock to
Infineon in connection with the proposed transaction. You may obtain copies of
documents filed with the SEC by Finisar free of charge by requesting them in
writing from Finisar Corporation, Moffett Park Drive, Sunnyvale, California
94089, Attention: Investor Relations, or by telephone at 408-542-5050 or by
email at investor.relations@finisar.com. In addition, you may obtain any of the
documents filed with the SEC free of charge at the website maintained by the SEC
at www.sec.gov.
PARTICIPANTS IN SOLICITATION
Finisar and its directors, executive officers and employees may be deemed to be
participants in the solicitation of proxies from the stockholders of Finisar in
connection with the acquisition. Finisar's preliminary proxy statement filed
with the SEC contains information regarding Finisar's directors, executive
officers and employees and their interests in the solicitation