Stratos Lightwave Inc., an optical subsystems vendor, announced it has agreed to buy Tsunami Optics Inc., an optical components vendor for metropolitan networks.
Tsunami's products include Coarse Wavelength Division Multiplexing (CWDM) gear and other micro-optic components. The equipment fills a hole in the Stratos product line for low-cost CWDM, and the company plans to integrate the Tsunami product line into its own transceiver product lines.
Tsunami's technology also adds core competencies to the Stratos metro access gear.
Under the terms of the agreement, Tsunami will become a wholly owned subsidiary of Stratos. Tsunami shareholders can expect to receive approximately 3.2 million shares of Stratos common stock.
Stratos will also assume approximately US$5.9 million of debt plus other expenses incurred with this transaction.
Stratos has agreed to make an additional contingent payment of up to $18 million in Stratos common stock, provided that Tsunami reaches "certain financial performance goals." No further information on the goals was given, but the company says the payment can be expected in early 2003.
Stratos says its stock value will not be dependent on Tsunami's reaching its minimum financial performance goals.
The transaction will be accounted for as a purchase and is intended to qualify as a tax-free reorganization. It is expected to close early in Stratos' fourth fiscal quarter 2002 and is subject to approval by Tsunami's shareholders and other customary conditions.