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Fenwick & West Represents ONI Systems Corp. in $1.25 Billion Acquisition by CIENA Corporation

February 18, 2002

Deal Announced: February 18, 2002
Web Posted: February 20, 2002

Fenwick & West client ONI Systems Corp. announced yesterday that it has agreed to be acquired by Baltimore, MD-based CIENA Corporation in a merger transaction. The CIENA stock to be issued in the acquisition together with the ONI options and convertible debt to be assumed by CIENA places an aggregate value on the transaction of approximately $1.25 billion.

A large team of attorneys here at Fenwick & West assisted with the transaction. The corporate team was led by partner Richard Dickson and included associates David Bell, Stephanie Janiak, Celeste Scarlata, Sylvia Barboza and David Barry. Corporate partner Horace Nash assisted with regulatory issues and partner Scott Spector, with assistance from associates Mona Clee and Tom Kim, provided assistance with respect to employee benefits issues.

The firm also drew on the expertise of several attorneys in the Washington, D.C. office, including Marc Berger and David Dutil.

Finally, corporate partner Mark Ostrau provided antitrust analysis and tax partner Ron Schrotenboer and associate Catherine Paytash provided counsel with respect to tax issues.

Fenwick & West also worked closely with ONI General Counsel Michael Dillon and Corporate Counsel Robert Schlossman. CIENA was represented by Hogan & Hartson.

For more information, please contact Richard Dickson or call at 650.335.7679.

Further information on the firm and Mr. Dickson is available at www.fenwick.com or Richard Dickson.