Stratos Lightwave to acquire Tsunami Optics

January 23, 2002--Stratos Lightwave Inc., supplier of optical subsystems and optical components, has entered into a definitive agreement to acquire Tsunami Optics Inc., a Mountain View, CA-based company that develops and manufactures fiber-optic components and modules, including coarse wavelength division multiplexing (CWDM) modules, micro-lithographic optics, and micro-optic components.

Jan 23rd, 2002

Stratos Lightwave Inc., supplier of optical subsystems and optical components, has entered into a definitive agreement to acquire Tsunami Optics Inc., a Mountain View, CA-based company that develops and manufactures fiber-optic components and modules, including coarse wavelength division multiplexing (CWDM) modules, micro-lithographic optics, and micro-optic components.

Per the agreement, Tsunami will become a wholly owned subsidiary of Stratos and the Tsunami shareholders will receive approximately 3.2 million shares of Stratos common stock. Stratos will also assume approximately $5.9 million of debt, plus certain expenses in connection with this transaction. Provided that Tsunami reaches certain financial performance goals during the twelve-month period following the closing, an additional contingent payment of up to $18 million in Stratos common stock will be made in early calendar 2003. The transaction will be accounted for as a purchase and is intended to qualify as a tax-free reorganization. The transaction is expected to close early in the Stratos' fourth fiscal quarter of 2002 and is subject to approval by Tsunami's shareholders and other customary conditions.

"The strategic addition of Tsunami's products and intellectual property to the Stratos family provides us with components that enable low-cost CWDM solutions that integrate with our existing transceiver product lines," contends Jim McGinley, president and chief operating officer of Stratos. "Stratos Lightwave is excited about the metro access market where we believe we already have a strong presence. Tsunami's CWDM technology adds additional core competencies to the Stratos offerings for the metro access market."

"We are very impressed with the technology of Tsunami," asserts Ken Marchman, director of advanced products for Stratos. "Their components offer innovative ways to separate and combine light and are complementary to the Stratos offerings. We look forward to merging Tsunami's products and technical team, including 5 PhDs, with our current operations." A

Stratos Lightwave Inc. (Chicago) develops, manufactures and sells optical subsystems and components for high data rate networking, data storage, and telecommunications applications. For more information, visit the company's Web site at www.stratoslightwave.com.


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