Finisar nabs Infineon's Fiber Optics Business

April 29, 2004 Sunnyvale, CA -- Finisar Corp. and Infineon Technologies AG have entered into a definitive agreement in which Finisar has agreed to acquire Infineon's Fiber Optics Business Unit based in Munich, Germany, for 135 million shares of Finisar common stock. The acquisition transaction implies a valuation of $263 million based on the closing share price as of April 28, 2004.

April 29, 2004 Sunnyvale, CA -- Finisar Corp. and Infineon Technologies AG have entered into a definitive agreement in which Finisar has agreed to acquire Infineon's Fiber Optics Business Unit based in Munich, Germany, for 135 million shares of Finisar common stock. The acquisition transaction implies a valuation of $263 million based on the closing share price as of April 28, 2004.

Following the transaction, Infineon will hold a 38% equity interest in Finisar. The transaction is subject to approval by Finisar's shareholders, applicable regulatory approvals, and other customary closing conditions. Jerry Rawls, president and CEO of Finisar as well as Frank Levinson, chairman and CTO of Finisar, who own 15% of the shares, entered into a voting right agreement with Infineon that they will vote their shares in favor of the transaction.

The acquisition involves the transfer of Infineon's fiber-optic development, manufacturing, and certain marketing activities and approximately 1,200 employees. The Infineon Fiber Optics Business Unit develops, manufactures, and markets a range of fiber-optic datacom and telecom modules supporting the common MSA standards; BIDI components that allow bi-directional transmission on a single fiber for fiber-to-the-home applications (FTTH); and Plastic Optical Fiber (POF) components that are used in automotive applications--specifically, for media and safety systems.

Finisar expects to realize significant synergies within the first year following closing of the transaction. These synergies will result mainly from complementary technology and customer base.

In the second fiscal quarter ended March 31, 2004, Infineon's Fiber Optics Business Unit posted revenues of approximately $32 million. Combined with Finisar's revenue guidance of $55-$60 million in it's fourth quarter ending April 30, 2004, the combination would create the largest pure-play optical components company in the world.

"Leveraging the unique optical capabilities of both companies, this combination will be an important step in the ongoing consolidation of the fiber optic market," contends Thomas Seifert, CEO of Infineon's Wireline Communications Business Group. "In Finisar, we have found an excellent strategic partner with a mutual interest in securing the future of the Fiber Optics Business unit. As one of the largest pure-play optical components companies, the combined forces will be able to provide more flexibility, broader product portfolio and cost efficiency to meet our customer requirements."

"This acquisition will add important new product and technology platforms which should strengthen our position in our core markets as well as help us to diversify our revenue base in terms of end markets, customers and distribution channels," adds Jerry Rawls, Finisar's President and CEO. "About 40% of Infineon's business is in markets where we currently don't compete, including the automotive industry and emerging fiber-to-the-home opportunity. The combined product offerings of both companies will be unsurpassed in terms of product breadth and technology for datacom applications while providing important new tools for leveraging our penetration of WDM and telecom applications. Furthermore, we have identified significant synergies that should help make this a successful and a profitable combination."

Pending customary regulatory approvals and the approval of Finisar's shareholders, the transaction is expected to close in the third calendar quarter of this year. Assets to be transferred in the transaction include Infineon Fiber Optics GmbH with its locations in Berlin (development, manufacturing and marketing), Munich (development and manufacturing) and Regensburg (development and marketing). In addition, the manufacturing facilities in Trutnov (Czech Republic), development and marketing activities in Longmont and San Jose (USA) and Infineon's stake in the ParoLink joint venture with UEC in Taiwan will be transferred. Finisar will also acquire a considerable portfolio of know-how and intellectual property consisting of approximately 450 patents and patent applications.

At closing, Thomas Seifert, CEO of Infineon's Wireline Communications Business Group, is expected to join the Finisar Board of Directors. Infineon is expected to continue to be a strategic supplier of IC chips to the combined entity.

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