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Exhibit 99.3
FINISAR CORPORATION ANNOUNCES AGREEMENT TO ACQUIRE SHOMITI SYSTEMS, INC.
SUNNYVALE, Calif.--(BUSINESS WIRE)--Nov. 21, 2000--Finisar Corporation (Nasdaq:
FNSR), a leading provider of gigabit fiber optic solutions for high-speed data
networks, today announced it has entered into a definitive agreement to acquire
Shomiti Systems, Inc. Shomiti Systems, headquartered in San Jose, California,
has developed a broad line of Ethernet and voice over internet protocol (VoIP)
analysis products from 10 megabits to 10 gigabits.
Live Webcast
Additional information about Finisar's pending acquisition of Shomiti Systems
will be available in a webcast at www.finisar.com scheduled for today, November
21, at 5:00 pm EDT (2:00 pm PDT). A replay of this webcast will be available
beginning approximately eight hours later.
Background
Established in 1995, Shomiti Systems is a technology leader in designing
products which measure the performance of Ethernet networks in order to enhance
their quality of service (QoS). Shomiti's award-winning "Surveyor" and
"Explorer" line of products are currently being deployed for measuring and
monitoring 10-100 megabit and Gigabit Ethernet local area networks (LANs) and
e-commerce storage server farms. With the acquisition of Shomiti Systems,
Finisar will gain access to this fundamental technology in its quest to extend
its capabilities as a provider of next generation test equipment for Fibre
Channel, Gigabit Ethernet and Infiniband networks.
"We have always felt that our strength in designing optical subsystems for Fibre
Channel applications was amplified by the ability to design instruments which
are able to test, monitor and troubleshoot these optical devices in a storage
area network (SAN)," said Jerry Rawls, Finisar's President and CEO. "With the
addition of Shomiti, we have created a similar capability for Ethernet and IP
networking applications," added Rawls.
"With Finisar's reputation in Fibre Channel test instruments and their growing
presence in Gigabit Ethernet, we are a perfect fit for them," said Bill Shaw,
Shomiti's President and CEO. "Our combined company will span all of the
technologies that underlay local area network (LAN) and storage area network
(SAN) applications including SCSI storage over IP, Fibre Channel or Infiniband
and IP and VoIP analysis on Ethernet or Infiniband. Our combined strengths in
ASIC design and software development will make Finisar a formidable opponent in
providing state-of-the-art tools for network analysis," added Shaw.
Transaction
Under the terms of the agreement, Shomiti Systems will merge with a wholly-owned
subsidiary of Finisar, and Shomiti stockholders will be entitled to receive up
to approximately 4.3 million shares of Finisar Common Stock including shares
issuable upon exercise of options assumed in the merger. The transaction will be
accounted for as a purchase and is intended to qualify as a tax-free
reorganization. The closing price of Finisar's Common Stock on November 20, 2000
was $22.13 per share, giving the transaction an approximate value of $95
million. The transaction is expected to close during the first calendar quarter
of 2001 and is subject to approval by Shomiti's stockholders, the notification
requirements of the Hart-Scott-Rodino Antitrust Act and other customary
conditions.
Following the merger, Shomiti Systems will operate as a subsidiary of Finisar at
its current facility in San Jose, California. Bill Shaw, Shomiti's President and
CEO, will continue to serve as President and CEO of the Shomiti subsidiary.
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ABOUT FINISAR
Finisar Corporation (Nasdaq:FNSR) is a leading provider of fiber optic
subsystems and network performance test systems which enable high-speed data
communications over Gigabit Ethernet local area networks (LANs), Fibre Channel
storage area networks (SANs), and wide-area and metropolitan data networking
applications (WANs and MANs). The Company is focused on the application of
digital fiber optics to provide a broad line of high-performance, reliable,
value-added optical subsystems for networking and storage equipment
manufacturers. The Company's headquarters are located at 1308 Moffett Park
Drive, Sunnyvale, CA 94089. For more information, visit the Company's web site
at http://www.finisar.com.
SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this press release that are not purely historical
are forward-looking statements within the meaning of Section 21E of the
Securities and 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 risks include those 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; intensive competition; and
potential problems related to the assimilation and integration of the
operations, technologies and products of two recently acquired companies,
Sensors Unlimited and Demeter Technologies, as well as those of Transwave Fiber
and Shomiti Systems which Finisar has agreed to acquire. 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.
CONTACT: Finisar
Steve Workman or Shelby Palmer, 408/542-5050
[email protected]
Fax: 408/541-9579
