MRVC Mrv Communications, Inc. (MM)

The Offer and withdrawal rights expired as scheduled at 12:00 midnight, Eastern Time, at the end of the day, August 11, 2017 (such date and time, the “Expiration Time”), without being extended. American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”), has advised that, as of the Expiration Time, a total of 5,296,053 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 79% of the aggregate number of then issued and outstanding Shares. Accordingly, the Minimum Condition to the Offer has been satisfied. As a result of the satisfaction of the Minimum Condition and each of the other conditions to the Offer, Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer. The Depositary has advised that, as of the Expiration Time, there were no Shares that have been tendered by Notice of Guaranteed Delivery.

On August 14, 2017, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (“DGCL”), Merger Sub was merged with and into MRV, with MRV being the surviving corporation (the “Merger”). Upon completion of the Merger, MRV became a wholly-owned subsidiary of Parent, which in turn is a wholly-owned subsidiary of ADVA Optical Networking SE, a European public limited liability company incorporated in Germany and organized under the laws of Germany and the European Union and registered in the commercial register of the local court of Jena, Germany, under HRB 508155 (“ADVA SE”).

At the effective time of the Merger (the “Effective Time”), and as a result of, the Merger and pursuant to the terms and subject to the conditions of the Merger Agreement, each Share issued and outstanding immediately prior to the Effective Time was converted into the right to receive the Offer Price, in cash, without interest thereon and subject to any required tax withholding (the “Merger Consideration”), other than (1) Shares held by MRV as treasury stock or owned by ADVA SE, Merger Sub, Parent or any subsidiary of MRV; and (2) Shares held by stockholders entitled to, who demanded appraisal of their Shares and who otherwise validly exercised their appraisal rights under the DGCL with respect to such Shares and did not withdraw their demand or lose their right to appraisal.

In addition, at the Effective Time, any then outstanding option to acquire Shares granted under a MRV equity incentive plan (an “Option”) whether or not then otherwise vested or exercisable, were cancelled in exchange for the right of the holder of such Option to receive a cash amount equal to the product of  (i) the total number of Shares then still covered by the Option multiplied by (ii) the excess, if any, of  (A) the Merger Consideration over (B) the exercise price per Share under such Option, without any interest thereon and subject to applicable tax withholding; provided that if the exercise price per share under any such Option was equal to or greater than the Merger Consideration, such Option was canceled immediately prior to the Effective Time without any payment or other consideration being made or owed in respect thereof. Further, immediately prior to the Effective Time, each then outstanding share of restricted stock issued pursuant to a MRV Stock Plan became fully vested and participated in the Merger on the same basis as any other outstanding Shares.

In addition, at the Effective Time, in accordance with the terms of that certain Warrant Agreement, dated as of July 16, 2013, as amended (the “Warrant Agreement”), by and between the Company, and American Stock Transfer & Trust Company, LLC, as warrant agent, each outstanding warrant issued under the Warrant Agreement was terminated in accordance with the terms of the Warrant Agreement, and the warrant holder received, upon surrender of such warrant in accordance with the Warrant Agreement, an amount in cash (the “Warrant Consideration”) equal to the greater of  (A) the number of warrants tendered by such warrant holder multiplied by the amount by which the Offer Price exceeded the exercise price of such warrants; and (B) the number of warrants tendered by such warrant holder multiplied by the “value” of a warrant as of the date of consummation of the Merger, such “value” to be determined in accordance with the Black-Scholes Option Pricing Model.

The aggregate consideration paid by ADVA SE, Parent and Merger Sub in the Offer and Merger was approximately $69 million without giving effect to related transaction fees and expenses. ADVA SE, Parent and Merger Sub funded the consideration paid to stockholders in the Offer and pursuant to the Merger through ADVA SE’s and Parent’s internally available cash, cash from operations and cash from previous borrowings.

The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.