Ciena (CIEN) 8-KCiena Makes Strategic Acquisitions in Fiber Broadband Access to Further Address Growing Opportunity at the Network Edge

On November 22, 2022, Ciena Corporation ("Ciena") issued a press release announcing that it has entered into a definitive agreement to acquire Tibit Communications, Inc., a provider of passive optical network solutions, and that Ciena has completed its acquisition of Benu Networks, Inc., a provider of broadband network gateway software. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On November 22, 2022, Ciena entered into a definitive agreement to acquire Tibit Communications, Inc., a privately-held company headquartered in Petaluma, California, and announced that it has acquired Benu Networks, Inc., a privately-held company headquartered in Burlington, Massachusetts. Tibit and Benu are focused on simplifying broadband access networks through next-generation PON technologies and advanced subscriber management, respectively. The acquisitions of Tibit and Benu are intended to complement Ciena’s existing portfolio of solutions for broadband access use cases, including residential broadband, enterprise business services, and fixed-wireless access.

Tibit combines PON-specific hardware and OS into a micro pluggable transceiver that is designed to easily integrate into a carrier-grade Ethernet switch. Unlike the closed and proprietary approaches of traditional Optical Line Terminal (OLT) vendors, Tibit’s open, microplug OLT technology is intended to enable rapid PON deployment in any environment. Ciena has been an investor in Tibit since its initial funding round in 2016 and is currently Tibit’s largest shareholder. Ciena is also Tibit’s largest customer, currently leveraging Tibit’s products and technology within its portfolio of broadband access solutions.

Under the terms of the agreement to acquire Tibit, Ciena will acquire the remaining shares of Tibit that it does not already own in a cash-free, debt-free transaction currently valued at approximately $210 million, with the merger consideration to be paid in cash. In addition, Ciena will enter into certain employee retention arrangements in connection with the transaction. The Tibit transaction has been approved by the boards of directors of both companies as well as Tibit’s shareholders. The transaction is expected to close during Ciena’s fiscal first quarter 2023, subject to customary closing conditions.

Benu has developed a portfolio of field-proven, cloud-native software solutions, including a virtual Broadband Network Gateway ((v)BNG), which are highly complementary to Ciena’s existing portfolio of broadband access solutions. The Benu transaction closed during Ciena’s fiscal first quarter 2023.

This Current Report on Form 8-K contains forward-looking statements that are based on management’s current expectations, forecasts, information and assumptions. These statements involve inherent risks and uncertainties. Actual results or outcomes may differ materially from those stated or implied in the forward-looking statements because of risks and uncertainties, including the risks that the acquisition of Tibit may not close when expected, or at all, that problems may arise in successfully integrating the acquired businesses, that the acquisitions may fail to achieve their expected benefits, and those risks and uncertainties detailed in Ciena’s most recent annual and quarterly reports filed with the Securities and Exchange Commission. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies, and can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," and "will," and similar words and expressions. Ciena assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law.