Ciena(R) Corporation (NASDAQ:CIEN), the network specialist, today announced that it has completed a previously announced one-for-seven reverse split of Ciena common stock, effective as of 5:00 p.m. Eastern Time on Friday, September 22, 2006.
Ciena's common stock will begin trading on a split-adjusted basis when the market opens today, September 25, 2006. For a period of approximately 20 trading days, NASDAQ will append a "D" to Ciena's stock symbol in order to inform the investment community of the reverse stock split.
In connection with the reverse split, the total number of common shares authorized under Ciena's Third Restated Certificate of Incorporation has been reduced from 980 million to 140 million shares.
Treatment of Stock Options, Warrants and Convertible Notes
The number of common shares into which Ciena's outstanding stock options, warrants and both issues of convertible notes are convertible, as well as the relevant exercise or conversion price per share, have been proportionately adjusted to reflect the reverse split. The number of shares authorized for issuance under Ciena's equity compensation has also been reduced to reflect the reverse split.
Fractional Shares and Post-Split Certificates
Ciena will not issue any fractional shares of its common stock as a result of the reverse split. Instead, Ciena's transfer agent, Computershare Shareholder Services, will aggregate all fractional shares held by Ciena shareholders into whole shares and arrange for them to be sold on the open market. In lieu of the fractional share, shareholders will receive a cash payment equal to their pro rata share of the total net proceeds of these sales. Shareholders will not be entitled to receive interest for the period of time between the effective date of the reverse split and the date the shareholder receives his or her cash payment.
Shareholders holding fewer than seven shares of Ciena common stock will receive only cash in lieu of fractional shares and will no longer hold any shares of Ciena common stock as of the effective time of the split.
Ciena has retained its transfer agent, Computershare Shareholder Services, to manage the exchange of old, pre-reverse stock split certificates. Shareholders of record will receive a letter of transmittal providing instructions for the exchange of their certificates as soon as practicable. Shareholders who hold their shares in "street name" will be contacted by their banks or brokers with any instructions. For further information, shareholders and securities brokers should contact Computershare at 877-282-1168.
NOTE TO INVESTORS
This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements are based on information available to the Company as of the date hereof; and Ciena's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in its Report on Form 10-Q filed with the Securities and Exchange Commission on August 31, 2006. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
Ciena Corporation is the network specialist, focused on expanding the possibilities for its customers' networks while reducing their cost of ownership. The Company's systems, software and services target and cure specific network pain points so that telcos, cable operators, governments and enterprises can best exploit the new applications that are driving their businesses forward. For more information, visit www.ciena.com.