Cyan Stockholders Approve Acquisition by Ciena

Via Ciena News Room

Aug 3, 2015

PETALUMA, Calif., and HANOVER, Md., July 31, 2015, Cyan Inc. (NYSE: CYNI) and Ciena Corporation (NYSE:CIEN), jointly announced that at Cyan’s annual meeting of shareholders held on July 31, 2015, Cyan’s stockholders voted in favor of the proposal to adopt the previously announced acquisition of Cyan by Ciena. Cyan’s stockholders also approved the share issuance proposals related to Cyan issuing shares in connection with the conversion of its 8% Senior Convertible Notes due 2019 and the exercise of the related warrants.

At the annual meeting, 35,088,780 shares were voted in favor of the proposal to adopt the Merger Agreement, which represents approximately 71% of Cyan’s total outstanding shares.

Under the terms of the Merger Agreement, at the closing of the Merger, each share of Cyan common stock will be converted into the right to receive merger consideration with a total value equal to the value of 0.224 shares of Ciena common stock, 89% of which will be paid in shares of Ciena common stock and 11% of which will be paid in cash. This ratio is fixed by agreement and Cyan stockholders will not have the option to elect to receive stock or cash in a different ratio. The value of the cash portion of the merger consideration will be calculated based on the volume weighted average price per share of Ciena common stock on the New York Stock Exchange on the last trading day immediately prior to the Closing. Holders of Cyan common stock will also be entitled to be paid cash in lieu of fractional shares of Ciena common stock. Based on the structure of the transaction, Cyan’s outstanding warrants will be deemed to have been automatically exercised upon closing. In addition, Ciena will also assume Cyan’s outstanding equity awards.

Subject to the satisfaction of certain additional customary closing conditions, the closing of the merger is anticipated to occur on or about August 3, 2015.

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