Ignis, Gemfire to Merge

Ignis and Gemfire join forces to establish integrated photonics leader

November 11, 2009

1 Min Read

OSLO, Norway -- Oslo, 11 November 2009 - Ignis ASA ("Ignis") and GC Holdings, Inc.("Gemfire"), a leading provider of fiber optical components, haveentered into an exclusive term sheet for a business combination toform a market leader in the international market for integratedoptics.

The fiber optics industry is experiencing significant demand growthand increasing requirements with regards to technology development,high-volume production capabilities, and sales and marketing reach.The combination of the two companies creates a significantly largerentity with economies of scale in all operational areas, and opens abroad product portfolio opportunity across a strong customer base inall the major geographical regions.

The transaction will be structured as a merger whereby Ignis as thesurviving entity will issue approx. 36 million shares to the currentshareholders of Gemfire, corresponding to an ownership of 48% of thecombined company. Furthermore, as part of the transaction, privatelyheld Palo Alto Investors (PAI) and Gemfire's current leadshareholder, will inject USD 15 million in the combined company at asubscription price per share of NOK 5.50. The capital injection willcapitalize the combined company for further growth and development inthe expanding markets for fiber optic components, and ensure maximumvalue creation through the merger. Ignis will be provided with a loanamounting to approx. USD 3 million from PAI in the period fromsigning of the merger plan to the closing of the transaction.

Ignis ASA

Gemfire Corp.

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