EXHIBIT 99.1
Filed by Finisar Corporation pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Commission File No.: 000-27999
(FINISAR LOGO)
Contact:
Steve Workman
VP Finance, Chief Financial Officer
408-548-1000
Ed Lamb
Investor Relations
408-542-5050
investor.relations@Finisar.com
FINISAR CORPORATION RESPONDS TO PUBLIC COMMENTS
BY INFINEON REGARDING ITS PURPORTED TERMINATION
SUNNYVALE, CA--(Market Wire)--Jan. 13, 2005--Finisar Corporation (Nasdaq:
FNSR) supplements its press release of January 12, 2005, in response to public
comments regarding the status of its purchase agreement with Infineon
Technologies AG that were attributed to an Infineon spokesperson.
While Finisar does not intend to engage in an ongoing debate with Infineon in
the press, it believes that it is important to address and correct factually
inaccurate statements reportedly made by Infineon.
o Contrary to Infineon's statements, Infineon has been aware for
a number of weeks, not the "past several days," that the
Finisar Board of Directors was re-examining its recommendation
of the transaction to the Finisar shareholders.
o This re-examination was being conducted in compliance with the
purchase agreement in response to a number of adverse
developments in the financial and business performance and
prospects of the Infineon fiber optics business unit of which
Finisar first became aware in late November and early
December, subsequent to the signing of the revised purchase
agreement on October 11, 2004.
o Infineon also was well aware that Finisar could not complete
its proxy statement and solicit a stockholder vote until (1)
it fully understood the implications of these adverse
financial developments and the underlying business problems,
(2) the Finisar Board had resolved whether to modify its
recommendation of the transaction and (3) the proxy statement
had been revised appropriately to reflect these developments.
o Finisar had repeatedly assured Infineon that it was prepared
to complete this process and bring the transaction to a vote
of the Finisar stockholders whether or not the Board's
recommendation was modified or withdrawn, all in accordance
with the purchase agreement.
o Beginning in mid-December, the parties had a series of
discussions regarding an alternate business transaction that,
if completed, would have resolved the situation without the
need for a stockholder vote. Although these discussions broke
off in the last week of December, the two companies had
confirmed to each other on Sunday, January 9, 2005, the day
before Infineon purported to terminate the agreement, that
they were prepared to resume these discussions.
As stated in its earlier release, Finisar intends to defend itself
vigorously against any legal proceeding that may be instituted and to assert
appropriate claims for recovery of damages caused by Infineon.
ABOUT FINISAR
Finisar Corporation is a technology leader for fiber optic subsystems and
network test and monitoring 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 both IP and SONET/SDH-based protocols.
The Company's headquarters is in Sunnyvale, California, USA. www.Finisar.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements contained in this press release may constitute
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, including statements regarding the status of
the purchase agreement between Finisar and Infineon. Forward-looking statements
involve risks and uncertainties, which could cause actual results to differ
materially from those projected. These uncertainties include risks associated
with the outcome of any potential arbitration or litigation proceeding that may
be instituted by either party. 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.
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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.