Talk about tense. CommScope Inc. restructured its joint venture deal with Furukawa Electric Co. Ltd. of Japan, who in turn says it had signed a lowered $2.3 billion deal to buy Lucent's Optical Fiber Solutions unit, and Lucent says it's not done yet — but will be very soon.
CommScope and Furukawa also named the venture's new units and appointed a president and CEO.
The deals' closings have been postponed a couple of times, but appear to be ready for finals.
"Furukawa announced (last night) they had signed an agreement with us, but it's not technically closed yet," says Lucent spokeswoman Mary Ward. "Clearly, it's imminent."
Ward said financial terms had been amended to $2.3 billion from $2.5 billion.
Once the deal is done, the OFS unit will be reorganized into OFS Fitel and OFS BrightWave, headed by Eddie Edwards, CommScope's new executive VP of strategic development and president of its wireless products group.
Under the original deal with Lucent, Furukawa was to pay $2.525 billion for the majority of the unit — possibly including $250 million in CommScope securities. For its part, Corning was going to cough up $225 million in cash for Lucent's interests in Lucent Technologies Shanghai Fiber Optic Co. Ltd. and Lucent Technologies Beijing Fiber Optic Cable Co. Ltd.
Ward says Lucent will detail the final deal in an announcement. A Corning spokeswoman could not be reached by CEDaily's deadline.
Under the original deal between CommScope and Furukawa, CommScope was to invest about $650 million in the two joint ventures. One venture would give CommScope 51 percent ownership in the fiber cable portion of Lucent's fiber optic business and the other would give the company a 49 percent interest in the transmission fiber part of the same business, CommScope said then. Furukawa would own 49 percent of the first venture and 51 percent of the second. In July, CommScope said it intended to fund its portion by issuing a combination of debt and equity.
But CommScope reported late last month that third-quarter sales fell 31 percent to $177.7 million, and net income fell to $6.4 million, or 12 cents a share. Bookings were down 45 percent to $141.6 million. The results prompted CommScope to seek to restructure the agreement with Furukawa.
Today, CommScope announced it would issue 10.2 million shares of its common stock, valued at $203 million, to Lucent. The company based the total on a $19.94 per-share price, or the 10-day average closing price for the period ending Nov. 6. CommScope will have about 18 percent ownership in the fiber optic cable venture, including transmission fiber and cable manufacturing at OFS' Norcross, Ga., plant, as well as facilities in German and Brazil, and an interest in a joint venture in Carrollton, Ga.
Finally, CommScope says it will buy a $30 million note, with interest, in the venture to finance working capital until the venture secures permanent financing. Proceeds from the stock sale to Lucent will fund the purchase of its part in the venture and the note purchase, CommScope says.