Mar 28 2008
Lumera Corporation, a leader in the field of photonic communications, announced today it has entered into an agreement to merge with privately held GigOptix LLC, a leader in integrated circuits for optically connected communication systems. The combined company will be listed on the NASDAQ market under the name GigOptix, Inc., and will be led by GigOptix's Chief Executive Officer and Chairman Dr. Avi Katz, who will serve as CEO and Chairman of the combined company.
In conjunction with the merger, we have elected to cease investing in Plexera Bioscience LLC, Lumera's life science tools subsidiary. The decision to exit this business will allow the combined company to focus its resources solely on the electro-optic space. Day to day operations in Plexera will be discontinued immediately in order to minimize cash expenses while Lumera seeks ways to realize value from Plexera's assets and intellectual property.
“We're proud of the accomplishments and progress we've made in both our electro-optic and bioscience businesses. However, we do not have enough cash resources to see both businesses reach their full commercial potential. After carefully considering our strategic options, it became clear that the greatest shareholder value would be derived by focusing on our electro-optic business,” said C. James Judson, Chairman of Lumera. “Lumera's strategic roadmap calls for growing our EO product offerings to include optical modules utilizing our innovative polymer technology. GigOptix is currently a leader in electronic engines for high speed optical interconnects. Integrating our superior polymer modulators with GigOptix‘s leading drivers, receivers and electronic engines will create products that are highly competitive in the communications marketplace and other markets for optically connected devices and systems. The net result is the creation of a company that we believe can be larger than the sum of its parts and substantially accelerates our ability to reach the milestones in our strategic roadmap.”
Judson continued, “Another important benefit of this transaction is that Dr. Avi Katz will become CEO of the company, concluding our eight month long search for a CEO. The Lumera Board believes that Avi is ideally suited to lead the combined company to reach its full potential as evidenced by his industry expertise and recent experience building GigOptix organically and through acquisitions. The combined company is expected to achieve a broader and more balanced revenue stream. Pre-merger, Lumera's revenues primarily come from critical government funded research projects leading potentially to large commercial product opportunities. GigOptix generates product revenues selling its 10G and 40G drivers and receivers to a global base of blue chip customers. Many of GigOptix's customers -- leaders in telecom, datacom, and consumer electronics -- are also potential customers for Lumera's modulators, some of whom are currently in the evaluation stage. The combined company expects to align product development for 40G and 100G components to provide a higher value and broader solution set to its customers, which we believe will drive more rapid revenue growth and market reach.”
“This merger brings many benefits beyond the innovative technology of both companies," said Dr. Katz. "GigOptix's operations-focused management team brings extensive experience managing a virtual manufacturing business model, which will allow the combined company to keep overhead low while delivering innovative solutions for our customers. Our business model will enable us to continue providing customers with price-performance leading products while maintaining tight control over our operating costs. GigOptix's revenue for the first calendar quarter of 2008 is projected to be approximately $2 million and we expect to continue growing quarter over quarter by 10% to deliver $2.2 million in the second calendar quarter of 2008. On a combined basis, the two companies expect to generate approximately $6 million in revenue for the first half of 2008, which we believe provides a great base for our future growth.”
Under the terms of the merger agreement, DBSI, Inc., which is currently GigOptix's majority shareholder through its subsidiaries Stellar Technologies and iTerra Communications LLC, will become the new company's largest shareholder. Doug Swenson, Founder and President of DBSI Group of Companies said, “Since launching GigOptix last year, the company has exceeded all our expectations. We are very excited by the synergies in the proposed merger of Lumera and GigOptix and look forward to the creation of additional shareholder value.”
Lumera will issue approximately 20 million shares and options to members and employees of GigOptix, resulting in an approximately 40 million shares outstanding for the combined company. In addition, Lumera will issue a number of options and warrants to GigOptix generally matching options and warrants outstanding at Lumera.
The transaction is subject to Lumera shareholder and other regulatory approval and is expected to close near the beginning of the third quarter of 2008. GCA Savvian provided financial advice to Lumera's Board of Directors in conjunction with the merger including an opinion that the merger consideration is fair from a financial point of view to the stockholders of Lumera.