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MRV Merging With Luminent

MRV Communications Inc. and Luminent Inc. have jointly said that MRV intends to carry out a "short-form merger" with Luminent, its 92.3% owned subsidiary. Also, Luminent's president and chief executive officer (CEO) has stepped down in the wake of the merger announcement.

The amount that Chatsworth, Calif.-based MRV will offer in exchange for Luminent's outstanding stock that MRV doesn't already own will be determined later, company officials said. In conjunction with the merger, MRV said it intends to seek outside professional advice in the transaction, including other "strategic alternatives" for Luminent. The merger will be subject to usual terms and conditions, including regulatory approvals.

"Due to the current slowdown in the telecommunications sectors, the market for optical components is currently suffering from weak demand," MRV President and CEO Noam Lotan said in the statement. "Although this could change in the future, the business of Luminent will be better served when integrated into MRV."

By applying MRV's system level know-how, we achieve a higher level of integration of optical components and optical subsystems," Lotan also said. "This is expected to enhance Luminent's optical transmission platforms, thereby better supporting existing customers, while creating new market opportunities."

Also, Dr. William R. Spivey has stepped down and resigned his position as Luminent's president, CEO and director, effective today, MRV said. Lotan, who is also chairman of Luminent, will assume the position of interim CEO.

Luminent's board is also seeing changes, as Richard Hill and Amos Wilnai resigned and were replaced by Dr. Yigal Shidlovsky and Arie Zimmerman. Shidlovsky currently serves as Director of MRV Communications. Zimmerman was the founder of several companies including Phasecom Corporation, which was subsequently sold and became public under Vyyo, MDS Systems and Satelite Common Carrier.

MRV also said that Shay Gonen has been appointed as interim chief financial officer, replacing Edmund Glazer, who perished Tuesday on American Airlines flight #11 that crashed into the New York World Trade Center. Gonen is currently CFO and president of North American operations at Optical Access, Inc., an MRV subsidiary.