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.
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.