Ciena Agrees To Acquire Cyan In $400 Mln Cash, Stock Deal

(RTTNews) - Network specialist Ciena Corp. (CIEN) has entered into a definitive agreement to acquire Cyan Inc. (CYNI), a provider of next-generation software and platforms to enable open, agile and scalable software-defined networks.

Ciena will acquire all outstanding shares of Cyan in a cash and stock transaction currently valued at $400 million and inclusive of Cyan's outstanding convertible notes on an as-converted basis.

Cyan shareholders will receive consideration equal to the value 0.224 shares of Ciena common stock. This exchange ratio represents $4.75 per share of Cyan common stock, based on Ciena's 20-day volume weighted average price as of May 1. Ciena will also assume Cyan's outstanding equity awards.

Ciena will assume Cyan's $50 million in outstanding principal amount of 8 percent Convertible Senior Secured Notes due 2019.

The transaction is expected to close during Ciena's fiscal fourth quarter 2015. The boards of directors of both Ciena and Cyan have approved the deal.

Certain officers and directors and affiliated stockholders, including investment funds affiliated with certain directors, collectively holding over 40 percent of the outstanding shares of Cyan, have signed voting agreements committing to support the merger.

Cyan offers SDN, NFV, and metro packet-optical solutions, which have a customer base complementary to Ciena. Cyan also provides multi-vendor network and service orchestration and next-generation network management software with advanced visualization.

When combined with Ciena's Agility software portfolio, Cyan's next-generation software and platforms enable greater monetization for network operators through more efficient utilization of network assets and faster time-to-market with differentiated and profitable services, the company noted.