Acacia Communications Files Counterclaim Against Cisco
January 11 2021 - 5:00PM
Acacia Communications, Inc. (Nasdaq: ACIA) (“Acacia” or “the
Company”) today announced that it filed its answer and affirmative
defenses in response to the complaint filed by Cisco Systems, Inc.
(Nasdaq: CSCO) (“Cisco”) in the Delaware Court of Chancery and
simultaneously filed a counterclaim against Cisco seeking a
declaration that Acacia validly terminated the merger agreement
with Cisco because the required Chinese regulatory approval was not
obtained and the merger did not close before the agreed-upon
termination date under the agreement.
As previously announced, on January 8, 2021, Acacia delivered to
Cisco a notice to terminate the merger agreement for the proposed
acquisition of Acacia by Cisco. The transaction was conditioned on
the satisfaction or mutual waiver of agreed-upon closing
conditions, including obtaining necessary regulatory approvals. The
merger agreement afforded the parties 18 months to obtain the
necessary antitrust approvals from the Chinese government before,
as Acacia asserts, either Acacia or Cisco could terminate the
agreement on January 8, 2021. Such approval was not received before
January 8, 2021, and Acacia delivered a notice of termination of
the merger agreement on that date. Cisco has initiated litigation
against Acacia in Delaware challenging the Company’s termination of
the merger agreement, claiming that the Chinese Government’s State
Administration for Market Regulation (“SAMR”) approval was received
on January 7, 2021.
Acacia believes that a January 7, 2021 email from a SAMR
employee stating Cisco’s submission was “sufficient to address the
relevant competition concerns” does not constitute regulatory
approval, as Cisco claims. Acacia intends to vigorously defend
itself against Cisco’s claims and vindicate its decision to
terminate the merger agreement.
Acacia continues to be bound by the terms of the merger
agreement pursuant to a temporary restraining order granted by the
Delaware Court of Chancery pending resolution of the litigation
with Cisco or as otherwise agreed by the parties. Further
information regarding these matters can be found in the Company’s
regulatory filings with the Securities and Exchange
Commission.
About Acacia Communications
Acacia Communications develops, manufactures and sells
high-speed coherent optical interconnect products that are designed
to transform communications networks through improvements in
performance, capacity and cost. By implementing optical
interconnect technology in a silicon-based platform, a process
Acacia Communications refers to as the “siliconization of optical
interconnect,” Acacia Communications is able to offer products at
higher speeds and density with lower power consumption, that meet
the needs of cloud and service providers and can be easily
integrated in a cost-effective manner with existing network
equipment. www.acacia-inc.com.
Safe Harbor for Forward-Looking Statements
This press release includes statements concerning the Company
and its future expectations, plans and prospects that constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding: the proposed merger; termination of the merger agreement
and challenges to such termination, including the litigation
instituted by Cisco against the Company and the Company’s
counterclaims against Cisco. For this purpose, any statements
contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the
foregoing, the words “may,” “should,” “would,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential,”
“will” or “continue” or the negative of these terms or other
similar expressions are intended to help you identify
forward-looking statements. The forward-looking statements in this
press release are only predictions. The events and circumstances
reflected in the forward-looking statements may not be achieved or
occur and actual results could differ materially from those
projected in the forward looking statements. The Company has based
these forward-looking statements largely on its current
expectations and projections about future events and trends that
the Company believes may affect its business, financial condition
and results of operations. These forward-looking statements speak
only as of the date of this press release and are subject to a
number of risks, uncertainties and assumptions including, without
limitation: the potential impacts on the Company’s business,
reputation, relationships, results of operations, cash flows and
financial condition as a result of the merger, termination of the
merger, uncertainty with respect to the merger or litigation
relating to the merger; pending or potential litigation against the
Company or its directors or officers related to the merger, the
merger agreement or termination thereof, including the litigation
instituted by Cisco against the Company and counterclaims
instituted by the Company against Cisco, and any adverse outcome of
such litigation; the effects of announcements relating to the
merger and the merger agreement, including with respect to the
termination thereof and challenges to the termination thereof; the
costs, fees, expenses and other charges related to the merger,
including with respect to related litigation; risks that the merger
and litigation relating to the merger may divert management’s
attention from the Company’s ongoing business operations, disrupt
the Company’s operations and result in potential difficulties in
the Company’s ability to attract and retain employees; and other
risks set forth under the caption “Risk Factors” in the Company’s
public reports filed with the SEC, including the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2020 and in other filings that the Company may make
with the SEC from time to time. Because forward-looking statements
are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified, you should not rely on these
forward-looking statements as indicative of future events. The
Company assumes no obligation to update any forward-looking
statements contained in this press release as a result of new
information, future events or otherwise.
For further information:
Investor Relations Contact: Monica GouldOffice: (212)
871-3927Email: IR@acacia-inc.com
Lindsay SavareseOffice: (212) 331-8417Email:
IR@acacia-inc.com
Public Relations Contact: Kelly KarrOffice: (408) 718-9350Email:
PR@acacia-inc.com
George Sard/Jared Levy/Kelsey MarkovichOffice: (212)
687-8080Email: Acacia-SVC@sardverb.com
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