CHICAGO -- Stratos Lightwave, Inc., (Nasdaq: STLW) a leading supplier of optical subsystems and optical components, today announced it has entered into a definitive agreement to acquire Paracer, Inc., a privately-held company based in Santa Clara, California, that designs and manufactures Parallel Optics transceivers and subsystems. The addition of Paracer to the Stratos family provides a key element in its optical backplane strategy and expands the Stratos 10Gig product portfolio. Under the terms of the agreement, Paracer will become a wholly owned subsidiary of Stratos and their shareholders will receive approximately 5.6 million shares of Stratos common stock. Stratos will also assume approximately $1 million of debt (net of cash). The transaction, which is expected to close in the fourth quarter of fiscal 2002, will be accounted for as a purchase and is intended to qualify as a tax-free reorganization. The acquisition requires the approval of Paracer's shareholders and other customary conditions. "The strategic addition of Paracer's products, intellectual property and design team positions Stratos as a leader in the optical backplane market, while their components also complement and strengthen our existing transceiver product lines," said Jim McGinley, President and CEO of Stratos. "Paracer's technology adds key core competencies that offers our customers a broader product line both now and in the future. Our focus is to offer customers cutting-edge technology through the highest quality, most reliable products while remaining competitively priced." Stratos Lightwave Inc. Paracer Inc.