Cyan Reschedules 2015 Annual Meeting
11 Mai 2015 - 10:01PM
Business Wire
Cyan Inc. (NYSE:CYNI), a leading provider of SDN, NFV,
and packet-optical solutions for network operators, today announced
it has postponed its 2015 Annual Meeting of Stockholders in order
to combine the Company’s annual meeting with the meeting of the
Company’s stockholders required to vote on the proposed merger of
Cyan with Ciena Corporation that was announced by Cyan on May 4,
2015.
The 2015 Annual Meeting will take place at a date, time and
location to be determined. A formal notice setting forth the exact
date, time and location of the annual meeting will be included in
the registration statement and joint proxy statement/prospectus
that Ciena will file with the SEC regarding the proposed merger
between Cyan and Ciena. The registration statement and joint proxy
statement/prospectus will provide information about the merger and
the other proposals to be considered at the 2015 Annual
Meeting.
Completion of the transaction between Cyan and Ciena is subject
to customary closing conditions, including, among other things, the
approval by Cyan stockholders and the receipt of certain regulatory
approvals.
About Cyan
Cyan (NYSE:CYNI) enables network transformation. The company’s
SDN, NFV, and packet-optical solutions deliver orchestration,
agility, and scale to networks, that until now, have been static
and hardware driven. Serving carriers, enterprises, governments,
and data centers globally, Cyan’s open platforms provide
multi-vendor, multi-layer control and visibility to network
operators, making service delivery more efficient and profitable.
Cyan’s solutions include the award-winning Blue Planet software and
N-Series hyperscale and Z-Series packet-optical hardware platforms.
For more information, please visit www.cyaninc.com or follow Cyan
on Twitter at twitter.com/CyanNews.
Cautionary Statement Regarding Forward Looking
Statements
This communication contains “forward-looking” statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. These statements, as they relate to Cyan
(“Cyan”) or Ciena Corporation (“Ciena”), the management of either
such company or the proposed transaction between Cyan and Ciena,
involve risks and uncertainties that may cause results to differ
materially from those set forth in the statements. These statements
are based on current plans, estimates and projections, and
therefore, you are cautioned not to place undue reliance on them.
No forward-looking statement can be guaranteed, and actual results
may differ materially from those projected. Cyan and Ciena
undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except to the extent required by law. Forward-looking
statements are not historical facts, but rather are based on
current expectations, estimates, assumptions and projections about
the business and future financial results of the networking
industry, and other legal, regulatory and economic developments. We
use words such as “anticipates,” “believes,” “plans,” “expects,”
“projects,” “future,” “intends,” “may,” “will,” “should,” “could,”
“estimates,” “predicts,” “potential,” “continue,” “guidance,” and
similar expressions to identify these forward-looking statements
that are intended to be covered by the safe harbor provisions of
the PSLRA. Actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of
factors, including, but not limited to, those described in the
documents Cyan and Ciena have filed with the U.S. Securities and
Exchange Commission (the “SEC”) as well as the possibility that (1)
Cyan and Ciena may be unable to obtain stockholder or regulatory
approvals required for the proposed transaction or may be required
to accept conditions that could reduce the anticipated benefits of
the merger as a condition to obtaining regulatory approvals; (2)
the length of time necessary to consummate the proposed transaction
may be longer than anticipated; (3) problems may arise in
successfully integrating the businesses of Cyan and Ciena or such
integration may be more difficult, time-consuming or costly than
expected; (4) Cyan’s and/or Ciena’s businesses may suffer as a
result of uncertainty surrounding the proposed transaction,
including difficulties in maintaining relationships with customers
or retaining key employees; (6) the parties may be unable to meet
expectations regarding the timing, completion and accounting and
tax treatments of the transaction; or (7) the industry may be
subject to future risks that are described in the “Risk Factors”
section of the Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and other documents filed from time to time with the SEC
by Cyan and Ciena. Neither Cyan nor Cyan gives any assurance that
either Ciena or Cyan will achieve its expectations.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect the businesses of Cyan and Ciena
described in the “Risk Factors” section of their respective Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other
documents filed by either of them from time to time with the SEC.
All forward-looking statements included in this document are based
upon information available to Cyan and Ciena on the date hereof,
and neither Cyan nor Ciena assumes any obligation to update or
revise any such forward-looking statements.
Additional Information and Where to Find It
This document relates to a proposed transaction between Cyan and
Ciena, which will become the subject of a registration statement
and joint proxy statement/prospectus forming a part thereof to be
filed with the SEC by Ciena. This document is not a substitute for
the registration statement and joint proxy statement/prospectus
that Ciena will file with the SEC or any other documents that Cyan
or Ciena may file with the SEC or send to stockholders in
connection with the proposed transaction. Before making any voting
decision, investors and security holders are urged to read the
registration statement, joint proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction and related matters.
Investors and security holders will be able to obtain free
copies of the registration statement, joint proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Cyan or Ciena through the website
maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to
obtain free copies of the joint proxy statement/prospectus, once it
is filed, from Cyan by accessing Cyan’s website at
investor.cyaninc.com/investors/default.aspx or upon written request
to ir@cyaninc.com.
Participants in Solicitation
Cyan, Ciena and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Cyan’s stockholders in connection with the proposed
transaction. Information regarding Cyan’s directors and executive
officers is contained in the proxy statement for Cyan’s 2015 Annual
Meeting of Stockholders, which was filed with the SEC on April 2,
2015. You can obtain a free copy of this document at the SEC’s
website at www.sec.gov or by accessing Cyan’s website at
investor.cyaninc.com/investors/sec-filings/default.aspx.
Information regarding Ciena’s executive officers and directors is
contained in the proxy statement for Ciena’s 2015 Annual Meeting of
Stockholders filed with the SEC on February 11, 2015. You can
obtain a free copy of this document at the SEC’s website at
www.sec.gov or by accessing Ciena’s website at www.ciena.com.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of this document as
described in the preceding paragraph.
Investor Relations ContactThe Blueshirt GroupMaria Riley,
+ 1-707-283-2850ir@cyaninc.com
CYAN INC (NYSE:CYNI)
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