Press Releases

LINTHICUM, Md.--(BUSINESS WIRE)-- Ciena(R) Corporation (NASDAQ: CIEN), the network specialist, today announced that its agreement with Nortel to acquire substantially all of the optical networking and carrier Ethernet assets of Nortel's Metro Ethernet Networks (MEN) business in North America, the Caribbean, Latin America and Asia has been approved by both the United States Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice. Ciena has also entered into a separate agreement with Nortel and the Joint Administrators to acquire substantially all of the optical networking and carrier Ethernet assets of the MEN business in Europe, the Middle East and Africa (EMEA).

As previously announced, Ciena has been granted early termination of the antitrust waiting period under the Hart-Scott-Rodino Act and has received notification of termination of the applicable waiting period under the Canadian Competition Act. The transaction remains subject to additional regional regulatory clearances as well as customary closing conditions. In the EMEA region, the transaction is subject to statutory information-sharing and consultation processes with the relevant employee representatives, as well as approval of the courts in France and Israel. The transaction is expected to close in the first calendar quarter of 2010.

Additional information about this proposed transaction is available on Ciena's website at http://www.ciena.com.

About Ciena

Ciena specializes in practical network transition. We offer leading network infrastructure solutions, intelligent software and a comprehensive services practice to help our customers use their networks to fundamentally change the way they compete. With a global presence, Ciena leverages its heritage of practical innovation to deliver maximum performance and economic value in communications networks worldwide. We routinely post recent news, financial results and other important announcements and information about Ciena on our website. For more information, visit www.ciena.com.

Note to Investors

Forward-looking statements. This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Forward-looking statements relating to the transaction described herein include, but are not limited to, statements about the benefits of the transaction, including future financial and operating results, accretion to earnings per share arising from the transaction, whether and when the transaction contemplated will be consummated, and the combined company's plans, expectations, objectives, and intentions. These statements are based on information available to Ciena as of the date hereof and actual results could differ materially from those stated or implied. These statements are subject to risks and uncertainties associated with Ciena's business, which include the risk factors disclosed in Ciena's Form 10-Q filed with the SEC on September 3, 2009. Risks relating to the proposed transaction include, but are not limited to: bankruptcy and regulatory approvals may not be obtained; the anticipated benefits and synergies of the proposed transaction may not be realized; the integration could be materially delayed or may be more costly or difficult than expected; and the proposed transaction may not be consummated. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.

    Source: Ciena Corporation

VANCOUVER, British Columbia, Dec. 2 /PRNewswire/ -- The leaders of all Japan Airlines' partners in the oneworld® alliance issued this declaration today to their colleagues at the airline, to the Japanese government and to the country's flying public: oneworld is by far the best alliance for JAL.

To reinforce their commitment to retaining JAL as a valued, full member of the world's leading quality airline alliance, they have put together a "total alliance value proposition" for JAL totaling some US$1.8 billion of investment and additional revenue, which outstrips by threefold any other offer to lure JAL away from oneworld. For a detailed breakdown, see below.

The package was finalised at a meeting of the oneworld Governing Board today, on the sidelines of an International Air Transport Association (IATA) event in Montreal, Canada.

The Chief Executives of the alliance's ten other member airlines reaffirmed their belief that oneworld offers JAL by far the best revenue opportunities, the best access to funding, the best network fit, the best quality partners, the best hubs, the best experience to help it adapt to the new competitive and financial environment - and the best prospect for a stable and successful future.

oneworld Governing Board Chairman and American Airlines' Chairman and Chief Executive Gerard Arpey said: "The oneworld alliance already has a significant investment in the success of Japan Airlines, and we are prepared to do even more to ensure that American, oneworld and JAL have a successful partnership for the long-term. We believe this in turn will allow JAL to produce significant benefits for all of its stakeholders - the travelling public, employees and investors, and certainly the Japanese tourism and aviation industries.

"The total alliance value proposition developed by American Airlines, as JAL's biggest partner, our fellow members of oneworld and our financial partners TPG, is very clearly vastly superior in every aspect to anything anyone else is offering. When you add up the facts, the most value and best long-term solution for JAL comes from remaining with oneworld so that it can continue to focus with partners on building a stronger foundation for the future."

Speaking on behalf of the other oneworld CEOs, oneworld Managing Partner John McCulloch added: "Japan Airlines is a highly valued member of oneworld - and oneworld and its member airlines are determined to build on our long-standing, successful and mutually beneficial working relationships with JAL. A change in alliances, at the best of times, carries a great deal of risk. Doing so at a time when the industry is experiencing such turbulence adds even more danger.

"oneworld's proposals are based on years of experience of working with Japan Airlines. So apart from the overall vastly superior offer we are collectively making, we also deliver certainty and stability."

Key elements of the "total alliance value proposition" include proposals to:

    --  Invest in the restructuring of JAL, through a link with the TPG
        investment group, which has indicated it, with American Airlines, would
        be willing to provide funding of up to US$1.1 billion, should this be
        welcomed by the airline and the Japanese government.

TPG is the world's most experienced and successful investor in the airline industry, presenting JAL and the Japanese government with far wider funding resources than would be available through any other airline grouping.

    --  Develop an anti-trust immunised (ATI) joint venture agreement across the
        Pacific with American Airlines, with an application for ATI to be filed
        immediately after agreement is reached between the government of Japan
        and USA for "open skies" between the two countries.

This would result in far more extensive co-operation between American Airlines and JAL - leading to some US$100 million a year in revenue for the Japanese carrier on top of the US$500 million a year it already enjoys through its oneworld relationships. Enhancing its links with American in this way would, over a 10-year period, represent additional revenues of some US$700 million on a net present value basis.

Regulators in the US are likely to give an American-JAL partnership speedy ATI approval, as it would foster balanced competition among airline alliances across the Pacific, maintaining the share of Japan-USA passenger traffic among the three global alliances at around one-third each.

If JAL were to consider joining another alliance, in this case SkyTeam, it would raise intractable competition issues and face severe regulatory opposition in the US because of the stranglehold this combination would hold on Japan-USA travel, with more than 60 percent of the market. This also would provide SkyTeam and Star a 93 percent duopoly and reduce competition rather than increase or maintain it - whereas the US regulators have promoted inter-alliance competition to increase, not reduce, inter-alliance competition and consumer choice. It is in the best interests of customers flying between the USA and Japan to have three robust alliances competing for their business instead of two. For this reason, it is hard to envisage a scenario in which JAL-Delta could achieve immunity on any commercially acceptable basis. The position is exacerbated by SkyTeam's Delta/Northwest operating a hub alongside JAL at its Tokyo Narita base.

With JAL's main domestic competitor All Nippon Airways (ANA) also widely expected to file for transpacific ATI with its Star partner United Airlines, American Airlines represents most likely the only opportunity for JAL to gain ATI with a US partner, with all that means in terms of strengthening its competitive position and increasing its revenues. Even a delay in applying for - and therefore in receiving - ATI could put JAL at a disadvantage to its nearest competitor.

    --  Expand co-operation with the two European carriers serving Japan -
        British Airways and Finnair - to provide JAL with substantially improved
        access to Europe over two of the continent's most attractive gateways
        for Japanese travellers, in London Heathrow and Helsinki.

British Airways (BA) also is proposing far more extensive co-operation with JAL, including code-sharing far more widely across each other's networks.

At BA's London Heathrow hub, JAL and all other oneworld on-line partners, along with some BA services, have just consolidated operations in Heathrow's Terminal 3, where later this month JAL will start sharing BA's lounges for premium customers.

At Tokyo Narita, BA plans to move its operations into Terminal 2, alongside those of JAL and all other on-line oneworld partners.

These developments would radically improve the connectivity and network reach JAL could provide throughout Europe, delivering further substantially increased revenue.

With the strong financial and business links between the UK and Japan, London Heathrow is by far the most popular destination in Europe for premium passengers flying between the continent and Japan.

Additionally, Finnair's Helsinki hub is growing in importance and attractiveness as a gateway between Asia/Pacific and Europe, thanks to its geographical position and investment by the airport owner in excellent transfer facilities. Finnair is offering to work far more extensively with JAL over Helsinki, with more wide-spread code-sharing providing another excellent prospect, besides London Heathrow, for seamless connections throughout Europe and more revenue opportunities.

    --  Develop its presence in the attractive Latin America market through
        expanded relationships with oneworld partners LAN and Mexicana.

oneworld's members serve 60 percent more destinations than other alliances in the competitive South America region, and both oneworld partners in Latin America, LAN and Mexicana, have offered to code-share far more widely with JAL. For example, Mexicana recently received approval to place the JL code on its Vancouver-Mexico City flights, following JAL's recent decision to suspend its own flights on this route. These actions will ensure that JAL's customers have the best network and co-operation opportunities in this increasingly important part of the world.

    --  Increase code-sharing with other oneworld members, building revenue for
        JAL still further.  Iberia has proposed to JAL an expansion in the
        number of destinations covered by their code-share agreement.  Talks
        with a similar aim are also currently underway between Cathay Pacific
        Airways and JAL.
    --  Identify opportunities for increased airport co-location for JAL
        alongside its oneworld partners at more key airports worldwide, making
        it easier for passengers to transfer between the airline's flights and
        those operated by its alliance partners, strengthening its competitive
        positioning still further.

British Airways' planned terminal move at Tokyo Narita will complete the consolidation of all on-line oneworld partners alongside JAL in its Terminal 2 base there. With all the alliance's other on-line carriers co-located since 2007, it has almost halved minimum connections times between their flights at the airport to as little as 60 minutes, and made the overall transfer process smoother and easier.

Like London Heathrow and Helsinki, oneworld hubs are generally regarded as far more attractive transfer hubs for Japanese travellers, and more co-location will make them more attractive still.

    --  Draw on Qantas' expertise in developing its Jetstar, value-based airline
        and its two-brand strategy.

Qantas is widely recognised as the world leader in developing a value-based airline within a traditional network airline group and operating its business as a two-brand offering. It has offered JAL full access to this expertise should it be interested in drawing upon it, enabling it to maximise its ability to compete in a sector of growing importance in today's airline industry environment.

The oneworld package also stresses that remaining with oneworld will enable JAL to stay part of:

    --  A partnership with American Airlines that provides the best access for
        premium customers on trans-Pacific flights. Some alliances might focus
        on airlines' ability to deliver more passengers, but what matters most
        is the quality of the passenger revenue. In the USA, for instance,
        oneworld's hubs include the business centres of Los Angeles, Chicago,
        Miami, New York and Dallas/Fort Worth.  oneworld analysis indicates that
        if JAL chooses to move its main US transfer hubs to an alliance with
        bases in such places as Minneapolis/St. Paul, Detroit, Salt Lake City
        and Atlanta, then it would likely lose a great deal of passenger traffic
        - particularly premium travellers - to its competitors.
    --  The world's leading quality alliance.  oneworld has the highest quality
        partners from each region worldwide.  They are all carriers it can feel
        comfortable in passing on its most valued customers.  They win more
        alliance proportionately than competitors in other alliances - and
        oneworld has itself extended its lead as the most prolific winner of
        alliance awards, picking up the World Travel Awards' Leading Airline
        Alliance title for the seventh year running.  oneworld is the only
        alliance to have won this award since it was first introduced.
    --  The only alliance with a truly global network, as the only alliance
        member airlines based in every continent and the only alliance with any
        member based in South America, in Australia or in Asia's Middle East.
    --  The only alliance whose member airlines have collectively been
        profitable since its emergence a decade ago, with oneworld member
        airlines reporting collective net profits of US$8.3 billion in 10 years
        since oneworld was launched.
    --  With oneworld, Japan Airlines would also avoid a massive network
        overlap.  In Asia, SkyTeam members Delta/Northwest, Korean and China
        Southern all compete for the same regional slice of the alliance pie
        that in oneworld JAL has to itself.   Avoiding network overlap maximizes
        passenger and revenue flows to JAL from its alliance partners, helping
        keep more of its routes and frequencies financially viable.

About oneworld

oneworld brings together some of the best and biggest names in the airline business - American Airlines, British Airways, Cathay Pacific, Finnair, Iberia, Japan Airlines, LAN, Malev Hungarian Airlines, Mexicana, Qantas and Royal Jordanian, and around 20 affiliates including American Eagle, Dragonair, LAN Argentina, LAN Ecuador and LAN Peru. Russia's S7 Airlines will join the alliance in 2010.

Between them, these airlines:

    --  Serve almost 750 airports in nearly 150 countries, with some 8,500 daily
        departures.
    --  Offer nearly 550 airport lounges for premium customers.
    --  Carry some 330 million passengers a year.
    --  Employ 300,000 people and operate almost 2,500 aircraft.
    --  Generate some US$100 billion annual revenues in total.

It is the only alliance with any airlines based in South America, Australia or Asia's Middle East.

The alliance enables its members to offer their customers more services and benefits than any airline can provide on its own. These include a broader route network, opportunities to earn and redeem frequent flyer miles and points across the combined oneworld network and more airport lounges. oneworld also offers more alliance fares than any of its competitors.

oneworld was voted the World's Leading Airline Alliance for the seventh year running in the latest (2009) World Travel Awards. It is the only winner of this award since it was introduced in 2003.

SOURCE oneworld

EAGAN, Minn.--(BUSINESS WIRE)-- Norcraft Holdings, L.P. (the "Company") announced today that it is increasing the amount for which its previously announced tender offer (the "Offer") for its and Norcraft Capital Corp.'s 9.75% Senior Discount Notes Due 2012 (the "Notes") applies, from an initial tender cap of up to $35,000,000 to a new tender cap of up to $64,300,000 aggregate principal amount (as modified, the "Tender Cap") of Notes. In addition, Holdings has announced the extension of the early tender deadline (the "Early Tender Time") and the offer expiration date (the "Offer Expiration Time). The Company is extending (i) the Early Tender Time from 5:00 p.m., New York City time, on December 1, 2009, to midnight, New York City Time, on December 16, 2009 (the "New Expiration Time") and (ii) the Offer Expiration Time from midnight, New York City time, on December 15, 2009, to the New Expiration Time. Except for the increase in the Tender Cap and the extensions of the Early Tender Time and the Offer Expiration Time, all other terms and conditions of the Offer remain unchanged. Notes tendered in the Offer may not be withdrawn.

As of 5:00 p.m., New York City time, on December 1, 2009, the aggregate principal amount of the Notes tendered was $116,000,000, or approximately 98.3% of the outstanding principal amount of the Notes. Holders of Notes that validly tender their Notes prior to the New Expiration Time will be eligible to receive the early tender premium of $10.00 per $1,000 principal amount of Notes tendered and the tender offer consideration of $1,013.38 per $1,000 principal amount of Notes tendered. Holders that validly tender their Notes, and whose Notes are accepted for purchase by the Company, will also receive accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the payment date for the Notes.

The Company may increase or modify the Tender Cap (in which case, the term "Tender Cap" will mean such amount as so increased) subject to applicable law, without extending withdrawal rights to Holders. Subject to the terms and conditions of the Offer, the Company will purchase an amount of Notes up to the Tender Cap on a pro rata basis. The Company will round the principal amount of the prorated Notes to be accepted down to the nearest $1,000. In the event tendered Notes are not purchased due to proration or otherwise, they will be promptly returned or credited to the Holder's account.

The Offer is conditioned on the satisfaction of certain conditions, including, among other things, the successful consummation of a proposed private placement of senior secured notes by certain of the Company's subsidiaries with the Company receiving net proceeds therefrom, together with cash on hand, in an aggregate amount sufficient to fund the Company's obligation to pay the applicable consideration to consummate the tender offers.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company or any of its subsidiaries. The offers to purchase the securities are only being made pursuant to the offer documents, including the Offer to Purchase and Consent Solicitation Statement dated November 17, 2009 (which more fully sets forth the terms and conditions of the cash tender offer to purchase Notes up to the Tender Cap), that the Company has distributed to holders of securities. The proposed private placement of senior secured notes by certain of the Company's subsidiaries will solely be made pursuant to a confidential offering memorandum. No offers are being made herein to holders of securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

UBS Investment Bank is the Dealer Manager for the tender offer and consent solicitation. Global Bondholder Services Corporation is acting as the Information Agent and as the Depositary. Persons with questions regarding the offer should contact the Dealer Manager, toll-free at (888) 719-4210 or collect at (203) 719-4210. Requests for documentation relating to the tender offer and consent solicitation may be directed to the Information Agent, toll-free at (866) 873-7700.

    Source: Norcraft Holdings, L.P.

LONDON, UNITED KINGDOM -- (MARKET WIRE) -- 12/02/09 -- Online betting company Victor Chandler, has recently announced that its application for a license in South Africa has been approved.

The new base for Victor Chandler will be in Cape Town, where the forthcoming World Cup draw will take place.

CEO Michael Carlton explained: "We are naturally excited about this opportunity. The Victor Chandler brand fits perfectly with the South African market. Alongside offering a South African specific website to customers we will also be creating numerous employment opportunities. We are really proud to be involved in a country where sport is so entrenched in its culture. I will be investing locally over the next few months in order to launch our full range sports betting service in time for the World Cup."

Victor Chandler are also working on a new World Cup football betting site that will offer all the latest team news, tournament news, updated tables, fixtures and more to get football betting fans into the spirit of the beautiful game.

The launch of the new mini site will coincide with the World Cup draw on December 4th, 5pm GMT. Victor Chandler is confident that they will have some of the best world cup odds around and will be supporting the England team all the way through next summer's tournament and the current odds for England to win the World Cup are well priced at 6/1, 3rd favourites behind Spain 4/1 and recent victors over England, Brazil 9/2.

This recent plan to open in South Africa is something that comes naturally to Victor Chandler, as the company was the first to move the operation off shore by setting up in Gibraltar in 1999 and into the Far East in the early 90's.

Contacts:
Victor Chandler
Neal Wilkins
+44 7860 443 101
neal.wilkins@vcint.com

- 11.5 million shares of common stock at $38.50 per share for gross proceeds of $442.8 million -

CAMBRIDGE, Mass.--(BUSINESS WIRE)-- Vertex Pharmaceuticals Incorporated (Nasdaq: VRTX) today announced that it has entered into an agreement to sell 11,500,000 shares of its common stock in an underwritten offering at a price to the public of $38.50 per share, which would result in aggregate gross proceeds of $442.8 million. Vertex has granted the underwriters an option to purchase up to an additional 1,500,000 shares of its common stock on the same terms and conditions.

Goldman, Sachs & Co. is acting as the sole book-running manager for the offering, with BofA Merrill Lynch, J.P. Morgan Securities Inc., and Morgan Stanley & Co. Incorporated acting as co-managers.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. An effective shelf registration statement relating to the shares of common stock Vertex intends to sell has been filed with the Securities and Exchange Commission. Any offer of shares of common stock will be made only by means of a prospectus, including a prospectus supplement, forming a part of the automatically effective shelf registration statement. A copy of the prospectus for the offering can be obtained from Goldman, Sachs & Co.'s prospectus department, at 85 Broad Street, New York, New York 10004, Fax: 212-902-9316 or email at prospectus-ny@ny.email.gs.com.

About Vertex

Vertex Pharmaceuticals Incorporated is a global biotechnology company committed to the discovery and development of breakthrough small molecule drugs for serious diseases. The Company's strategy is to commercialize its products both independently and in collaboration with major pharmaceutical companies. Vertex's product pipeline is focused on viral diseases, cystic fibrosis, inflammation, autoimmune diseases, cancer and pain.

Vertex co-discovered the HIV protease inhibitor, Lexiva, with GlaxoSmithKline.

Lexiva is a registered trademark of the GlaxoSmithKline group of companies.

(VRTX - GEN)

    Source: Vertex Pharmaceuticals Incorporated