New Focus Acquires JCA

SAN JOSE, Calif. -- New Focus, Inc. (Nasdaq: NUFO), a leading supplier of innovative fiber optic products for next-generation optical networks under the Smart Optics for Networks(TM) brand, today announced that the company has completed its acquisition of JCA Technology, Inc. The merger is structured as a tax-free exchange for JCA's shareholders and a purchase transaction for accounting purposes. JCA Technology, Inc. will operate as a wholly-owned subsidiary of New Focus.

As previously announced, New Focus and JCA agreed to amended merger terms on December 21, 2000. At the closing of the transaction today, New Focus issued 10,033,556 shares of New Focus common stock and paid $75 million in cash to JCA's shareholders in accordance with the amended terms. The total transaction consideration for accounting purposes is approximately $363 million based on the $28.71 average price of New Focus shares for the seven-day period surrounding the announcement of the amended merger terms. As a result of the transaction, former JCA shareholders now own approximately 13.5% of the combined company. Including the shares issued in this acquisition, New Focus has approximately 74.4 million shares outstanding.

"The management teams at New Focus and JCA are pleased that we have completed the merger of our two companies. We remain very excited about the potential synergies in the combination of New Focus and JCA from both a financial performance and a technology development perspective. This transaction provides New Focus with a product family of high-speed clock amplifiers and broadband data driver amplifiers that is experiencing strong growth and solid gross margins. From a technology standpoint, New Focus and JCA have complementary core competencies. New Focus brings expertise in optics and high-speed opto-electronics, while JCA contributes expertise in microwave electronics and packaging to the combined company. By applying these complementary skill sets, we plan to develop innovative opto-electronic components that will address the future requirements of the fiber optics industry," said Ken Westrick, president and chief executive officer of New Focus, Inc.

http://www.newfocus.com