Highwave Optical Technologies

Highwave Optical Technologies Announces the Signing of a Memorandum of Understanding for the Acquisition of DA-LightCom

    Lannion, France (ots/PRNewswire) - Highwave Optical Technologies (NouveauMarché, HGWO), a leading technology supplier of active fiber based components and subsystems for the telecommunication Dense Wavelength Division Multiplexing (DWDM) systems, fiber laser industry, fiber optic sensors and defense markets, announced today the signing of a final agreement with the shareholders of DA-LightCom for the acquisition of 100% shares of the company.

    This acquisition, the valuation of which would not exceed EUR 8.5 million, would be paid to DA-LightCom through the issuance of new Highwave shares.

    This acquisition will also reinforce the group's cash position by an additional EUR 2.5 million after recapitalization of DA-LightCom by its current shareholders prior to the transaction. A complete description of the transaction will be presented to the shareholders of the company in a Document E which will be recorded by the Autorité des Marchés Financiers. The shareholders of the company will be invited to an extraordinary general meeting to approve the transaction.

    The company mentions that the completion of this transaction is subject to certain conditions, including the following condition precedent: one or several shareholders of DA-LightCom may, after the abovementioned recapitalization of DA-LightCom, own more than one third of the capital of Highwave. As a result, those shareholders must obtain the delivery of a waiver by the Autorité des Marchés Financiers avoiding the obligation to make a public tender offer for acquiring 100% of the capital of the company or the confirmation by the Autorité des Marchés Financiers that the transaction will not trigger the obligation to make a public tender offer.

    DA-LightCom is a company that originates from the France Telecom Research Center that designs and provides a range of products based on semiconductor technology applied to optoelectronic and microwave. Their product range addresses:

    - the telecommunications market through active components such as photoreceivers and frontend subsystems for broadband optical communications. This product range completes Highwave's offering of passive sub-systems and components. The products designed by DA-LightCom will increase Highwave's addressable market by an additional EUR 500 million in that sector;

    - the defence market which increasingly incoporates optoelectronic and microwave components in their equipments. With a unique technological position in Europe and already enjoying the patronage of blue-chip clients, the company addresses a potential market of currently EUR1 billion.

    Sylvain Boj, COO of Highwave comments the acquisition : "DA-LightCom is based on two sites, one in the Paris region and an R&D site in Lannion. The company was created in may 2001 and generated revenues of 814 kEUR in 2003, with a net loss of EUR 2 million, with a cash position of EUR 1 million as of 01/01/2004. The company masters the design, industrialisation and manufacturing of optoelectronic components ranging from photoreceivers to microwave amplifiers. The manufacturing of semi conductors is outsourced as well as the packaging of the components. Thanks to this outsourcing strategy, the combined entity will be able to capture significantly higher revenues while keeping a low financial break-even point, even before taking into account the cost reductions already identified for the integration process. DA-Lightcom comprises 30 employees, of which 10 PhDs and engineers. The company has among its clients companies such as THALES, SAGEM, EADS et ALCATEL. With the continuous expansion of the market it addresses, we believe DA-LightCom has a very significant growth potential. The integration of DA-LightCom is a joint effort between the management of Highwave and DA-LightCom and the future presence of Yan Haentjens, President of DA-LightCom, at our Directoire will guarantee the success of this integration."

    "The acquisition of DA-LightCom will allow us to expand our product range by offering to our clients sub-systems and components based on semiconductor technologies. From now on, our clients will benefit from our expertise both on active and passive components. Our addressable market also becomes more significant. In addition, DA-LightCom has already developed its activity in the defence market with several important accounts for already two years. This opening on the defence market is in perfect synergy with our diversification strategy started already a year ago through our fiber laser technology.

    This acquisition confirms the strategy of Highwave as a consolidator in the optoelectronic industry and reinforces our next steps in terms of operations, financial resources and, in the medium term, in terms of bringing new strategic investors." mentioned François Leraillez, CEO.

    This press release may contain forward looking information based on estimates and assumptions by management as well as information available to management. These estimates and assumptions are subject to risks and uncertainties capable of making the actual results of the company differ substantially from the results presented explicitly or implicitly in these forward looking statements. The current release should not be viewed as offering any degree of certainty to such forward looking statements.

    About HighWave Optical Technologies

    Highwave Optical Technologies is one of the leading suppliers of active fibers and subsystems for Dense Wavelength Division Multiplexing (DWDM) telecom systems, the optical laser fiber industry, fiber optic sensors and defense markets. Since its creation in 1998, the company has appeared in the telecommunications market as one of the leading suppliers of optical amplifiers and components for the largest manufacturers. The company is based in Lannion, France. Since its listing on the market in June 2000, shares of Highwave Optical Technologies have been traded on the Euronext Paris market (HGWO). For more detailed information, please consult our Internet site: www.highwave-tech.com

ots Originaltext: Highwave Optical Technologies
Im Internet recherchierbar: http://www.newsaktuell.ch

Contact:
Contact: François Leraillez, CEO, Highwave Optical Technologies,
+33-(0)2-96-04-20-00; Sylvain Boj, COO, Highwave Optical
Technologies, +33-(0)2-96-04-20-00



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