Finisar and Optium Agree to Combine in All-Stock Merger

Market Wire, May, 2008

Finisar Corporation (NASDAQ: FNSR) and Optium Corporation (NASDAQ: OPTM) jointly announced today that they have entered into a definitive agreement under which the two companies will be combined through an all-stock merger, creating the world's largest supplier of optical components, modules and subsystems for the communications industry. The combined company will leverage Finisar's leadership position in the storage and data networking industries and Optium's leadership position in the telecommunications and CATV industries.

Both companies also jointly announced today that they expect to report new record revenues for their most recent quarters.

Overview of Strategic Combination

--  Creates the world's largest supplier of optical components, modules
    and subsystems to the communications industry with the broadest product
    portfolio;
--  Generates new growth opportunities in attractive end markets;
--  Broadens core customer relationships with complementary product
    portfolios;
--  Enhances global manufacturing flexibility combining low cost/high
    volume and mass customization expertise;
--  Creates unparalleled combined R&D resources with enhanced ability to
    innovate and bring new products to market;
--  Transaction expected to be accretive to non-GAAP earnings on a run-
    rate basis one year from closing;
--  Estimated annualized pre-tax cost synergies of approximately $10-$15
    million;
--  Jerry Rawls to remain executive Chairman of Finisar's board; Eitan
    Gertel to become President and CEO.
    

Based on the twelve months through January 2008 reported by each company, the combined company had revenues of approximately $554 million. Based on revenues expected to be reported for the most recent quarter, annualized revenues for the combined company would total approximately $660 million. The combined company will have approximately 5,000 employees world-wide.

"This combination leverages the unique strengths of both companies," said Eitan Gertel, Chairman and CEO of Optium Corporation. "In combining with Finisar, we will unleash a powerful opportunity to create added shareholder value through breadth of product, enhanced customer support and manufacturing flexibility. With little product overlap, the proposed combination will complement both companies by providing more choice for customers, best-in-class technologies, focused technology innovation and cost efficiencies to meet our customers' requirements. Customers and employees will be treated with the utmost care in combining our two companies."

"We are excited to combine with a successful company like Optium," said Jerry Rawls, Chairman, President and CEO of Finisar Corporation. "Given the scale required to be competitive in meeting global customer needs, consolidation in the optical space is long overdue. In Optium, we have found the perfect partner. Optium has strong product technologies addressing some of the fastest growth markets in our industry. In addition, Optium's fabless manufacturing model will allow us to more readily capture the benefits of scale, while maintaining effective resources to serve customized technology requirements. More importantly, we believe both companies share a common culture that strives for innovation while exceeding customer expectations."

Meaningful cost synergies totaling approximately $10-$15 million are expected from the combination, with the substantial majority expected on a run-rate basis one year from the closing. Economies of scale associated with a larger purchasing base, rationalization of the combined infrastructure and manufacturing flexibility driven by Finisar's vertical integration and Optium's highly automated in-house manufacturing capabilities are all expected to contribute to these cost synergies. The transaction is expected to be accretive to earnings per share on a non-GAAP basis in one year post-closing.

The combination is also expected to generate revenue synergies as a result of having complementary product portfolios with substantial cross-selling opportunities. Together, the combined company will offer the broadest portfolio of optical communications products to equipment manufacturers.

Transaction Details

Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, Optium stockholders will receive 6.262 Finisar shares for each Optium share they own. Optium options and warrants will represent a corresponding right to acquire a number of Finisar shares based on the exchange ratio. Finisar is expected to issue approximately 160 million common shares in the proposed combination. Upon completion of the combination, Finisar shareholders will own approximately 65% of the combined company and Optium shareholders will own approximately 35% of the combined company. Shares of the combined company will continue to trade on the NASDAQ Select Market under the symbol: FNSR. The combination is intended to qualify as a tax-free reorganization for Federal income tax purposes.