JDSU Announces Definitive Agreement to Acquire Network Tools Business from Finisar

(PresseBox) ( Milpitas, Calif., )
JDSU today announced that it has entered into a definitive agreement to acquire the Network Tools business of Finisar Corporation. Network Tools, which had revenue of $44.2 million in Finisar's fiscal year 2009 ending April 30, 2009, is the world's leading provider of storage area network (SAN) protocol test tools, software and services. Under the terms of the agreement, JDSU will acquire the Network Tools business for approximately $40.6 million in cash and the parties expect to close the transaction before the end of July 2009.

The complementary acquisition, which JDSU expects to contribute positive operating income in the second quarter of fiscal year 2010, includes the following strategic benefits:

- Expanded JDSU lab test market presence -Network Tools' customers include the world's leading storage network system and component manufacturers, system integrators as well as enterprises operating major data centers. The transaction will immediately expand JDSU's addressed market and create new growth opportunities from the combined test expertise of JDSU and the Network Tools business.

- Product Innovation - The combination of JDSU's communications test development expertise in areas such 40/100G with Network Tools' strength in storage network protocol test will fuel product innovation addressing Fibre Channel over Ethernet and other emerging SAN test market opportunities.

- New Growth Opportunities - The Network Tools business will be positioned to leverage JDSU's established global sales channels and customer service and support organization to fuel growth of its storage network test product line in markets worldwide.

"The Network Tools business is an excellent strategic fit with JDSU," said Dave Holly, president of JDSU's Communications Test and Measurement business segment. "The acquisition will immediately establish JDSU as the leading provider of storage network test solutions and create new opportunities to deliver innovation and enhanced services to our lab and manufacturing customers from our combined test expertise."

The Network Tools portfolio, focused on the SAN analysis and data generation and load testing segments, specializes in a wide range of storage protocols, such as Fibre Channel, Gigabit Ethernet, 10GigE, iSCSI, SAS and SATA. Its products and services, used in the development and field deployment of storage networks, include:

- The Xgig®, the storage industry's number one test platform, and Xgig Expert, the leading storage protocol analysis and troubleshooting software. The Xgig product line includes first-to-market analysis and troubleshooting capabilities for the 8G Fibre Channel and 6G SAS/SATA protocols. Xgig data generation and load testing capabilities include solutions for 10G Fibre Channel over Ethernet.

- The Bus Doctor®, a leading multi-analysis test platform for consumer electronics design and interoperability testing, addressing the wide range of protocols used in the development and manufacturing of desktop, notebook, and other personal computing devices.

- Medusa Labs, which provides SAN protocol analysis and test training and services. Medusa Lab services include outsourced design verification and performance testing in a live, fully built storage network environment. Medusa Labs also provides SAN protocol training.

The Network Tools business, currently headquartered in Sunnyvale, CA, includes more than 100 employees worldwide. Upon close of the transaction, Network Tools will form the Storage Network Test unit in the Instrument Business Division of JDSU's Communications Test and Measurement business segment. Dave Buse will continue to lead the business, reporting to Jerry Gentile, general manager of JDSU's Instrument Business Division.

Certain statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Such forward-looking statements include, but are not limited to any statement or implication that Finisar Network Tools' operations, sales channels and business will be successfully incorporated into JDSU, or that Finisar Network Tools' products described in this presentation (i) will be successfully introduced or marketed, (ii) will be qualified and purchased by our customers, or (iii) will perform to any particular specifications or performance or reliability standards. Such forward-looking statements involve risks and uncertainties that, if realized, could materially impair the Company's results of operations, business, and financial condition. These risks and uncertainties include the following, among other things: (a) our current visibility as to customer demand levels, future market growth and the timing, extent, location, requirements and nature of network build-outs and technology transitions, is extremely limited; (b) our ability to retain key employees within the Network Tools business during the transition phase after the transaction closes; (c) our ability to integrate this new business into our Communications Test and Measurement business segment without interruption to the operation of the business and while generating positive operating income; (d) the products may not (i) perform as expected without material defects, (ii) be manufactured at acceptable volumes, yields, and cost, (iii) be qualified and accepted by our customers, and (iv) successfully compete with products offered by our competitors, (e) anticipated synergies in product innovation and development and services may not materialize; and (f) factors discussed from time to time in reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements contained in this presentation are made as of the date hereof, and the Company does not assume any obligation to update or qualify any of the statements made herein.
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