Acacia Counter Sues Cisco

January 13, 2021

Acacia Communications filed its answer and affirmative defenses in response to the complaint filed by Cisco in the Delaware Court of Chancery and simultaneously filed a counterclaim against Cisco seeking a declaration that Acacia validly terminated the merger agreement with Cisco because the required Chinese regulatory approval was not obtained and the merger did not close before the agreed-upon termination date under the agreement.

As previously announced, on January 8, 2021, Acacia delivered to Cisco a notice to terminate the merger agreement for the proposed acquisition of Acacia by Cisco. The transaction was conditioned on the satisfaction or mutual waiver of agreed-upon closing conditions, including obtaining necessary regulatory approvals. The merger agreement afforded the parties 18 months to obtain the necessary antitrust approvals from the Chinese government before, as Acacia asserts, either Acacia or Cisco could terminate the agreement on January 8, 2021. Such approval was not received before January 8, 2021, and Acacia delivered a notice of termination of the merger agreement on that date. Cisco has initiated litigation against Acacia in Delaware challenging the Company’s termination of the merger agreement, claiming that the Chinese Government’s State Administration for Market Regulation (“SAMR”) approval was received on January 7, 2021.

Acacia believes that a January 7, 2021 email from a SAMR employee stating Cisco’s submission was “sufficient to address the relevant competition concerns” does not constitute regulatory approval, as Cisco claims. Acacia intends to vigorously defend itself against Cisco’s claims and vindicate its decision to terminate the merger agreement.

Acacia continues to be bound by the terms of the merger agreement pursuant to a temporary restraining order granted by the Delaware Court of Chancery pending resolution of the litigation with Cisco or as otherwise agreed by the parties. Further information regarding these matters can be found in the Company’s regulatory filings with the Securities and Exchange Commission.

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