Finisar Further Rebukes Infineon

Contrary to Infineon's statements, Infineon has been aware for a number of weeks, not the "past several days," that the Finisar Board of Directors was re-examining its recommendation of the transaction to the Finisar shareholders.

This re-examination was being conducted in compliance with the purchase agreement in response to a number of adverse developments in the financial and business performance and prospects of the Infineon fiber optics business unit of which Finisar first became aware in late November and early December, subsequent to the signing of the revised purchase agreement on October 11, 2004.

Infineon also was well aware that Finisar could not complete its proxy statement and solicit a stockholder vote until (1) it fully understood the implications of these adverse financial developments and the underlying business problems, (2) the Finisar Board had resolved whether to modify its recommendation of the transaction and (3) the proxy statement had been revised appropriately to reflect these developments.

Finisar had repeatedly assured Infineon that it was prepared to complete this process and bring the transaction to a vote of the Finisar stockholders whether or not the Board's recommendation was modified or withdrawn, all in accordance with the purchase agreement.

Beginning in mid-December, the parties had a series of discussions regarding an alternate business transaction that, if completed, would have resolved the situation without the need for a stockholder vote. Although these discussions broke off in the last week of December, the two companies had confirmed to each other on Sunday, January 9, 2005, the day before Infineon purported to terminate the agreement, that they were prepared to resume these discussions.