Digital Lightwave to become a privately held corporation

OCTOBER 16, 2009 -- A group of stockholders filed a Schedule 13E-3 with the Securities and Exchange Commission disclosing that such stockholders will cause Digital Lightwave to merge with a newly formed corporation, Optel Acquisition Corp., in a "going private" transaction.

OCTOBER 16, 2009 -- Digital Lightwave Inc., a provider of optical networking test equipment and technology, has announced a group of stockholders controlling 91.1% of its outstanding shares filed a Schedule 13E-3 with the Securities and Exchange Commission disclosing that such stockholders will cause Digital Lightwave Inc. ("Digital Lightwave") to merge with a newly formed corporation, Optel Acquisition Corp. ("OAC"), in a “going private” transaction. The ultimate result of this transaction is that Digital Lightwave Inc. will emerge as privately held corporation. Under Delaware law, the transaction does not require the approval of either Digital Lightwave's board of directors or stockholders. The merger will not be consummated any sooner than the expiration of a 31-day period following the filing of the Schedule 13E-3.

"We view the merger and privatization as a very positive development," says Ted Myers, chief executive officer of Digital Lightwave. "Becoming a private company will alleviate the significant financial and administrative burdens of a public company and allow us to focus more resources on new products and more effectively serving our customers."

Pursuant to the terms of a merger and contribution agreement, dated Oct. 14, 2009, by and among OAC, ZG Limited Partnership ("ZG"), and Optel Capital LLC ("OC"), ZG and OC will contribute to OAC the shares of Digital Lightwave held by them. In connection with the going-private merger, Digital Lightwave's stockholders (other than OAC) will be entitled to receive $0.055 in cash per share of Digital Lightwave's outstanding common stock. OAC, ZG, and OC are controlled by Bryan J. Zwan, PhD, Digital Lightwave's chairman of the board of directors, and Zwan beneficially owns the shares of Digital Lightwave's common stock held of record by OAC, ZG, and OC.

Digital Lightwave will be attending SUPERCOMM 2009 in Chicago, IL, Oct. 21-23.


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