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MRV Communications, Inc. Agrees to Sell Source Photonics, Inc. Business Unit to Francisco Partners

Date Announced: 27 Oct 2010

MRV values deal at $146 million.

CHATSWORTH, Calif.--(BUSINESS WIRE)--MRV Communications, Inc. (OTC Pink Sheets: MRVC) (“MRV” or the “Company”), a leading provider of optical communications solutions and services, today announced that it executed a definitive agreement with Francisco Partners, a leading global technology-focused private equity fund, in which Francisco Partners acquired Source Photonics, Inc., MRV’s optical communications components business unit. Oppenheimer & Co., Inc. was the exclusive financial advisor to MRV for the transaction, Latham & Watkins served as legal counsel to MRV and Shearman & Sterling served as counsel to Francisco Partners.

The transaction is valued at approximately $146 million (including $113 million in cash, $33 million in assumed debt and certain deductions set forth in the purchase agreement). Payment will be made in installments within 60 days of closing. For reporting purposes, 26 operating days reflecting contributions from Source Photonics will be included in MRV’s fourth quarter 2010 results. Pro forma financial statements and additional terms of the transaction are expected to be filed with the Securities and Exchange Commission via Form 8-K within four business days.

Commenting on the transaction, MRV’s Chief Executive Officer, Dilip Singh, stated, “This transaction illustrates our strategic shift away from fiber optic components and our increased emphasis on providing optical networking products, services and solutions. Moreover, this transaction will help stabilize revenue and operating income, allowing us to concentrate on maintaining steady cash flows from our core business units and growing the business to meet customer demand.”

MRV remains a leading provider of network infrastructure equipment and network management products, as well as network integration and managed services. These products and services include optical transport and WDM solutions, optical carrier Ethernet access, and infrastructure management and services for high-speed carrier and enterprise networks.

Singh concluded, “After a comprehensive evaluation of the strategic alternatives available for Source Photonics, we believe this transaction is the best option to maximize long-term value for MRV shareholders. Source Photonics will continue normal operations while benefiting from Francisco’s expertise in the technology and telecommunications industries. On behalf of MRV, I would like to thank all of the employees who contributed to the growth of Source Photonics and I wish them future success.”

The Company also announced that it has suspended the issuance of a quarterly earnings press release and the hosting of quarterly earnings conference calls at this time. MRV will continue to file its quarterly results via Form 10-Q, and its annual results via Form 10-K, with the Securities and Exchange Commission.

Source: MRV Communications

Contact

Investor Relations:
MRV Communications, Inc.
818-886-MRVC (6782)

E-mail: ir@mrv.com

Web Site: www.mrv.com

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