Acquisition and closure

Finisar Corporation, a developer of Gigabit fibre optic products, has entered into a definitive agreement to acquire privately held Genoa.

Under the terms of the agreement, Genoa will merge with a wholly-owned subsidiary of Finisar and Finisar will issue approximately seven million shares of its Common Stock. The closing price of Finisar’s Common Stock on March 31, 2003 was $0.78 per share giving the transaction an aggregate value of approximately $5.5 million.

In addition, Finisar will issue warrants to purchase an additional one million shares of Common Stock at an exercise price of $1.00 per share.

The transaction is expected to be completed during April 2003 and is subject to approval by Genoa’s stockholders and other customary conditions.

In conjunction with the acquisition of Genoa, Finisar will close its Demeter Technologies Division located in El Monte, CA and consolidate all active device development and manufacturing into the Genoa facility in Fremont, CA.

Demeter currently manufactures lasers and photodetectors for use in Finisar products. Demeter’s intellectual property, manufacturing processes and certain assets related to the manufacture of Fabry Perot (FP) and distributed feedback (DFB) lasers and positive intrinsic negative (PIN) and avalanche (APD) photodetectors will be transferred to the Genoa facility. The consolidation will take place during the first fiscal quarter ending July 31, 2003.

Founded in 1998, Genoa has developed linear semiconductor optical amplifiers (LSOAs) for amplifying DWDM wavelengths for both metro and telecom applications. As a byproduct of that technology, the company has also developed an approach for making long wavelength vertical cavity emitting lasers (VCSELs).

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