EXHIBIT 99.1
Lucent Technologies to Acquire Ortel, a Leader in Optoelectronic Components for
Broadband CATV Networks
For Immediate Release: Monday, February 7, 2000
MURRAY HILL, N.J. - Lucent Technologies' Microelectronics Group (NYSE: LU) today
announced it has agreed to acquire Ortel Corporation (NASDAQ: ORTL) of Alhambra,
Calif., a leading developer of optoelectronic components for cable TV (CATV)
networks.
Ortel's technologies enable CATV systems suppliers to build high-capacity
networks to meet the increasing demand for next-generation services to the home,
such as Internet telephony and access. Together, Lucent and Ortel will help
speed the transition of CATV networks from a one-way broadcast capability, to a
two-way, fully interactive communications medium.
Under the terms of the definitive merger agreement between Lucent and Ortel,
each share of Ortel will be converted into 3.135 shares of Lucent. Based on
Lucent's closing stock price of $57 on February 4, the acquisition would be
valued at approximately $2.95 billion, or $177.125 per Ortel share, on a fully
diluted basis.
Ortel is a market leader for lasers that help increase the bandwidth of existing
cable networks. It is currently a supplier to General Instrument, Antec and
other major CATV equipment manufacturers.
"This acquisition marries our communications optoelectronics leadership with
Ortel's expertise in optoelectronics for cable TV and positions us to support
the converging needs of these markets," commented John Dickson, executive vice
president and CEO of Lucent's Microelectronics and Communications Technologies
unit. "We expect the injection of Ortel's wealth of talent and technology to
further fuel the momentum of our fast-growing optoelectronics business."
Ortel also brings strength to Lucent through its 10Gbps transmitter/receiver
components for use in optical communications networks and 980nm uncooled pump
lasers, which will be used by Lucent in amplifiers for metro fiber-optic
networks.
"In addition to its rich product portfolio, Lucent provides us with access to
its leading edge technologies, including its industry-leading automated
packaging processes," commented Stephen Rizzone, Ortel's president, chief
executive officer and chairman of the board. "The significant increase in output
we can achieve by employing such a process can help us more readily meet the
increasing demand for our products."
Lucent expects the acquisition to be completed during the quarter ending June
30, 2000.
The acquisition, which will be accounted for as a purchase, is expected to
result in a one-time charge against earnings for in-process research and
development (IP R&D) during the third fiscal quarter. Excluding IP R&D and the
amortization of goodwill and other acquired intangible assets, the acquisition
is expected to be a penny dilutive to Lucent's earnings in fiscal 2000.
Including the amortization of goodwill and other acquired intangible assets, the
acquisition is expected to be approximately 8 cents dilutive to earnings in
fiscal 2000.
Ortel will become part of Lucent's optoelectronics component division and Ortel
CEO, Stephen Rizzone, will report into Optoelectronics President Dan DiLeo.
Ortel's 550 employees will remain at their current locations.
Ortel Corporation designs, manufactures and supplies advanced optoelectronics
technologies that provide the critical bandwidth and two-way interactivity
essential for robust telecommunications and cable television applications.
Ortel's fiber optics increase the capacity and performance of fiber-optic
networks, enabling them to handle ever-increasing volumes of voice, video and
data communications. The company is headquartered in Alhambra, Calif. with
international operations in Sweden, Germany, France, Singapore and China.
Lucent Technologies designs, builds and delivers a wide range of public and
private networks, communications
systems and software, data networking systems, business telephone systems and
microelectronic components. Bell Labs is the research and development arm for
the company. The company is headquartered in Murray Hill, N.J., USA. Lucent's
Microelectronics Group designs and manufactures integrated circuits and
optoelectronic components for the computer and communications industries.
This news release contains forward-looking statements based on current
expectations, forecasts and assumptions that involve risks and uncertainties
that could cause actual outcomes and results to differ materially. These
forward-looking statements include, but are not limited to, future product,
market and technology development, future benefits of the merger, estimated date
to complete the transaction, and the expected impact of the transaction on
future earnings. These risks and uncertainties include Ortel shareholder
approval, obtaining regulatory approvals and clearances, price and product
competition, changes in the capital spending of CATV operators, dependence on
new product development, reliance on major customers, customer demand for our
products and services, the ability to successfully integrate acquired companies,
control of costs and expenses, international growth, general industry and market
conditions, growth rates and general domestic and international economic
conditions, including interest rate and currency exchange rate fluctuations. For
a further list and description of such risks and uncertainties, see the reports
filed by Lucent with the Securities and Exchange Commission (SEC) and the
reports filed by Ortel with the SEC. Lucent and Ortel disclaim any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Public Relations Contacts:
Brian Bardwell Susan Tatum
Ortel Corporation Ortel Corporation
626-293-1153 626-293-3620
bbardwell@ortel.com statum@ortel.com
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Samantha Baxter Jeff Baum
Lucent Technologies Lucent Technologies
908-508-8225 (office) 908-582-7635 (office)
908-230-3867 (cell) 973-983-7086 (home)
sambaxter@lucent.com jbaum@lucent.com
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Investor Relations Contacts:
Sally Cholko Cecilia Wilkinson / E.E. Wang
Ortel Corporation Pondel / Wilkinson Group
626-293-1119 310-207-9300
scholko@ortel.com cwilkinson@pondel.com
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eewang@pondel.com
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