TELLABS-CIENA, THE ACQUISITION: AUGUST 19981

[It was] one of the oddest corporate dramas in recent memory. Or make that melodramagiven the intrigue, charges of corporate sabotage, laments of fortune lost, and even a quarterly report that has proved to be a page turner. (Laura Holson, The New York Times, 10/21/98). On June 3, 1998, Tellabs Inc. of Lisle, Illinois, announced a $7.1 billion acquisition of Ciena Corporation of Linthicum, Maryland. The acquisition would combine the complementary strengths of two highly-regarded companies in a key segment of the network communications industry, known as optical networking. Although Cienas pre-bid stock price was less than three-quarters of Tellabs, the terms of the acquisition would involve a one-for-one exchange of shares. Tellabs main product, the digital cross-connect (DXC), enabled disparate telecommunications (telecom) circuits to communicate with each other. Ciena was the market pioneer of dense wave division multiplexing (DWDM), a technology that boosted the already impressive capacity of fibre-optic cables to transmit data at superfast speeds. WDM involved splitting the light ray in a hair-thin optical fibre into different colors (waves) of the spectrum, and using each color as an individual channel of data transmission, thereby multiplying channel capacity by anywhere from sixteen to forty times original capacity.2 Michael J. Birck, CEO of Tellabs said, A company that aspires to be a major participant in the telecommunications industry in the 21st century must have optical networking as its basis. Cienas expertise is a perfect fit with Tellabs capabilities. Three factors determine ones competitive advantage in optical networking: time-to-market, scale, and manufacturing excellence. Ciena offers us all three rightaway. Although Tellabs had started intensive R&D in January to develop DWDM internally, it was unclear how long it would take to come to fruition. Ciena, on the other hand, already had the technological lead in DWDM, but lacked a stable, diverse customer base. Moreover, Mr. Birck was concerned that at least three major firmsLucent Technologies, Alcatel, and Nortelwould be entering the DWDM market soon, and felt that he had to move quickly in an industry that was transforming itself at a rapid pace. Reaction to the deal was enthusiastic: Analysts and the business press praised the merits of a combination that would join two hot makers of network equipment for phone and data services. Cienas stock price rose $10.38 during the three days surrounding the announcement, resulting in a total three-day gain of 20% relative to the pre-bid price. Tellabs share price, however, fell 3%. Fire in a Lab Around midnight two days prior to the acquisition announcement, an employee at the equipment testing facility of AT&TCienas single largest potential customer, and one that it needed to wean away from its biggest competitive threat, Lucent Technologiesnoticed a fire in a Ciena circuit
1 This case was developed by Associate Professor Anant K. Sundaram, with the research assistance of Laura Wente (T-bird, 98), for classroom discussion only and is not intended to illustrate either effective or ineffective management. We are grateful to Michael Birck, CEO of Tellabs Inc., and Thomas Westling of Ericsson for their comments and insights. 1998. Current version: 7/99. 2 Exhibit 1 provides a list of the commonly used acronyms and terminologies in the network communications industry, with brief explanations.

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board. The fire resulted in melted plastic and smoke filling the lab. Ciena had the circuit board tested by an independent testing facility which cited faulty circuit construction as a probable, but inconclusive cause. AT&T (which shared this lab with its spun-off offspring, Lucent) asked Ciena to remove its equipment from its facilities. A worried Mr. Partick Nettles, CEO of Ciena noted, It is the only example of it ever happening [to our equipment]. By mid-August 1998, Mr. Birck had put the lab incident behind him. He was busy getting ready his presentation to the shareholders meeting that was scheduled to approve the terms of the acquisition. On August 21, the day of the shareholder meeting, he arrived at his office a little earlier than usual to look over his slides one last time. The meeting was forty minutes away. Then, the phone rang. It was Mr. Nettles. He had some bad news: AT&T had just called to say that it would not be interested in Cienas products. We were sitting there, fat, dumb and happy, thinking the deal was going to materialize, said Mr. Birck. Then he (Nettles) calls and drops this on me. The Telecommunications Industry The telecommunications (telecom) industry consists of two segments: service providers (companies that provide local, long distance, and internet services) and equipment providers (companies that supply equipment such as switches, routers, and exchanges to service providers). Equipment providers are also referred as network communications firms. Major firms in traditional network communications included Alcatel, Ericsson, Lucent Technologies, Motorola, Nokia, and Nortel. During the 1990s, a number of younger rivals such as Ascend, Bay Networks, Ciena, Cisco Systems, Newbridge Networks and Tellabs rapidly emerged as major players. (See Exhibit 2 for comparative information on some of the major network communications companies). The industry had its beginnings in 1876 with Alexander Graham Bells invention of the telephone, and the founding of American Telephone and Telegraph Company (AT&T, Ma Bell). The creation of Bell Laboratories in 1925 was another landmark. 3 Bell Labs inventions included many path-breaking products that have become an essential component of the day-to-day lives of both homes and businesses the world over: transistors, communications satellites, laser, fiber optics, cellular telephony, and DWDM. In the U.S., AT&T quickly grew through a series of mergers and, by the 1960s, monopolized service provision in the US. In 1974, the US government began anti-monopoly proceedings against the company, leading to its split-up into regional offsprings known as the Bell operating companies (RBOCs or Baby Bells) in 1982. The antitrust agreement allowed RBOCs to control local telephony, with AT&T maintaining control over the long-distance business, a business which would be open to competition from new entrants. By the mid- to late-1980s, new firms such as MCI and Sprint had entered the market, and in the 1990s, younger carriers such as Worldcom, Qwest, and LCI (and increasingly, internet-based telephony) made major inroads into long distance service. During this time, the U.S. RBOCs continued to operate as regional monopolies in the local telephone market. They controlled an asset that many considered to be the most valuable in the business: access. As part of the 1982 antitrust settlement, the last couple of miles of copper wiring into peoples homes and businesses were the property of RBOCs. While a consumer could pick a

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3 Bell Labs was a division of Lucent Technologies.

long distance carrier or an internet service provider of his or her choosing, much of it ultimately came into the consumers site through these copper wires. Non-local service providers paid an interconnection fee to RBOCs for access into peoples homes and businesses, a fee that ran as high as 45 cents on every dollar charged to a long distance call. But by the mid-1990s, certain regulatory, technological, and market developments were shaking the very foundations of the industry. An Industrial Revolution In the 1990s, the telecom industry was undergoing a rapid transformation, the likes of which few industries had witnessed. Three factors were responsible: (1) Worldwide deregulation and privatization; (2) Emergence and growth of the internet; and resulting from it, (3) Convergence. Privatizations of previously state-owned telecom service providers became the norm. The first major privatization occurred in the UK in the mid-1980s, and quickly spread to Scandinavian countries. By 1997, most major countries in Europe (both West and East) had privatized. In Latin America, Chile and Mexico began the process in the late 1980s, followed in the mid- to late 1990s by Argentina, Brazil, and other countries. Major Australasian countries to undertake privatization included Australia, New Zealand, Hong Kong, and Singapore. Between just 1995 and 1998, more than $100 billion was raised through first-time equity issues in public markets by previously stateowned telecom firms. Deregulation gathered pace too. The US Congress passed the Telecommunications Act of 1996 which opened local and long distance markets to competition, and relaxed access restrictions to sectors such as cable and internet, thus allowing any company to offer a full range of services from local to long distance to international to cable to internet services. The World Trade Organization signed a telecom agreement in February 1997 (which became effective January 1998) to liberalize telecom services among signatory countries. Sixty-nine countries (including those in the EU), representing over 90% of the world telecom market signed on. Mergers and acquisitions (M&A) among service providers surged. Again, between just 1995 and 1998, M&A among service providers in the US alone exceeded $300 billion, including such highly publicized deals such as Worldcom/MCI (completed at $42 billion), AT&T and the cable company TCI (announced value at about $48 billion), and the Baby Bells SBC/Ameritech (announced value at over $60 billion).

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However impressive such deregulatory activity might appear, it was destined to be eclipsed by what many observers called the greatest development in communications since the arrival of the telephone: the emergence and growth of the internet, and resulting from it, convergence. Referring to the creation of the internet, Peter Leyden, editor of Wired, a widely-read internet magazine said (perhaps exaggerating a bit): Historians will look back on our times..... and classify it among the handful of..... moments when humans reorganized their civilization around a new tool, a new idea. The mid-1990s....may come to be viewed as the defining moment when society recognized the enormity of the changes taking place. 4 Terms such as the information age, and the notion that
4 The year 1993 was considered the official year in which the internet became a household phenomenon. Although the US National Science Foundation lifted restrictions on the commercial use of the internet and the European Center for Particle Research (CERN) released the World Wide Web (WWW) in 1991, Mosaic, a browser that gave non-technical users the access to WWW, was released in 1993. (For a survey of the emergence of the internet and its implications, see The Emerging Digital Economy, US Department of Commerce, 1998). The co-developer of Mosaic was to later create Netscape Communications, which went public in 1995, thus becoming

production and distribution of information were the critical sources of wealth creation became commonplace. Many leading industry analysts noted that, quite apart from its socio-political implications, the economic implications of the internet were vast. It was expected to lead to the convergence of computers, communications, consumer appliances, and content; growth companies could no longer be distinguished as hardware or software, or content or communications companies, but would be seen as information companies.5 The growth of the internet was expected to create a convergence of computer, broadcast, cable, telephone, satellite, media, and entertainment companies in a single information marketplace. The distinction between voice, video, and data would disappear, and data traffic was growing at least ten times as fast as voice traffic. Indeed, voice and video would simply become a subset of streams of digital data in the internet world. The internet and its related technologies were also expected to lead to substantial electronic commerce, whose possibilities were just beginning to be understood. Its importance in business-to-business commerce and corporate intranets was expected to far outstrip its significance in retail commerce.6 From the consumer standpoint, this implied two things: an explosive growth in the demand for digital data across networks, and the demand for faster and easier access, leading to a huge increase in the requirement for channel capacity, or bandwidth. Implications for Network Communications Suppliers The implications of these developments for telecom firms were twofold: the shift to a new way of switching data in networks, and the need for greatly increased access bandwidth. Perhaps the most immediate implication came from a different way of transferring data, one based on the internet protocol (IP; The technology itself was not new, but it was becoming more widespread with the growth of the internet). IP-based communications transferred data using a system of switching known as cell- or packet-based switching, as opposed to traditional telephone circuits which relied on circuit switching. In circuit switching, the bandwidth would be kept dedicated and open during the course of the communication, whether used or not (e.g., as during a pause in a conversation). This resulted in inefficient use of the bandwidth capacity, which cost service providers roughly the same to put in place and operate irrespective of how much of it and how often it was used. In cell-based switching, digital bits of data are separated into packets or cells, and each of these packets contained an originating and receiving address based on IP addressing. Essentially, the originating data (whether voice, video, or email) would be split into packets and routed through wherever bandwidth was available in a network, and since each packet contained a beginning and ending address, they could be pieced together at the recipients end. In the process, the network could dramatically improve channel capacity and network efficiency.
the first major company to bring the internet and its possibilities to the equity investing public. 5 PaineWebber, Converging Technologies: Investing in the Information Age for the New Millennium, Investment Policy Report, September 1997. 6 Although consumer companies such as amazon.com and yahoo.com received much of the public attention, the internet had already led to a quiet revolution in many US companies in the way they managed both their supply and sales chains, and in obtaining both revenue growth and cost synergies. By the third quarter of 1998, Intel was reported to be deriving nearly 50% of its sales through the Web; the comparable figure for Cisco Systems was 60%. Companies such as GE were attempting to reorganize their entire worldwide supply chain around the internet.

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Increased access bandwidth requirement meant increased capacity, and putting in place state-of-the-art systems to switch, route, and pump the data through the network, whether the network was wireless, or fixed land-based (wireline) systems. The capacity could be installed in land, sea, or space (i.e., satellites). In land- and sea-based systems, and even for the land-based portions of satellite communications, the singular development to have revolutionized channel capacity was the optical fiber, which uses rapid pulses (waves) of light to transmit data. Light waves are not subject to distortion, degeneration, electrical disturbances, lightning, etc., and provide more secure communications (since all that someone sees or hears are 0s and 1s). Traditional copper cables were about 3 inches thick, and allowed for 14,400 conversations to be carried simultaneously. A fiber-optic strand, on the other hand, as thick as human hair and laid in a bunch half-inch thick, allowed for up to 3.5 million conversations to be carried simultaneously.7 (To put this number in perspective, consider that in 1998, the peak volume of AT&T, Sprint, and MCI combined was about 2 million calls.) Telecom service providersnot just in the industrialized world, but also in emerging markets setting up new telecom infrastructurewere making huge investments in capacity by laying fiberoptic cable, and in associated equipment to switch, route, and pump data. It was in the supply of such equipment (and the software to run it) that the network communications companies played a role. The technology invented by Bell Labs and brought to the telecom market by CienaDWDM enabled the already impressive fiber-optic capacity to be amplified anywhere from 16 to 40 times. In other words, a single half-inch fiber-optic cable carrying Cienas 40X DWDM could potentially carry 140 million conversations at the same time. Tellabs DXCs would allow for seamless connections of these conversations between various parts of the network, and across different networks. With their combined technological, geographical, and market strengths, the merger of Tellabs and Ciena could potentially create the premier worldwide company in the key segment of network communications, optical networking. It is no wonder then, that Messrs Birck and Nettles as well as Wall Street and risk arbitragerswere so enthusiastic about the impending merger. The Bidder and the Target Tellabs Incorporated

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Founded in 1975 and becoming public in 1980, Tellabs Inc. grew from a 20-person supplier of analog products to a 4000-employee global supplier of digital network access products. Sales had grown to $1.2 billion by fiscal year 1997 (Net Income, $264 million). During the year prior to the June 3 announcement, the companys stock price grew by about 37% to a (pre-bid) price of $683/4,

7 It was estimated that there were anywhere from 25 to 50 million strand-miles of fiber-optic cable installed in the US. Although this seemed like an impressive number, the bottleneck was the copper wire to the home or business, combined with the fact that only 5% of the access lines to homes and businesses were digital subscriber lines (DSL). DSL (and its variants ADSL and SDSL; see Exhibit 1) would allow for internet access to occur at superfast speeds compared to regular modems, and allow consumers to make phone calls at the same time that they were sending a fax and/or were connected to the internet. Technologies of firms such as Ciena would enable the boosting of channel capacity of copper wires in DSL too, if the service provider has an optical-fiberbased digital loop located less than a few miles away from the access point. Many service providers, both local and long distance, were making large investments in laying or purchasing such optical cable loops near residential areas and business districts in the major US cities.

trading a (trailing) P/E ratio of 44. (See Exhibit 3 for Tellabs financials.) Tellabs product strategy was focused on managed digital transport and access and service enhancement systems for service providers. Specifically, the companys family of products included TITAN, a DXC system that directed network traffic, monitored performance, and managed system defenses; MartisDXX, which provided connections to base stations in cellular networks; and CABLESPAN, a product that offered universal telephone access across different communications media in different parts of the world. Tellabs was a leader in echo cancellation, a technology that made telephone conversations more natural-sounding. Tellabs was vertically integrated, undertaking everything from chip design to software solutions to manufacturing to customer service. The company believed that vertical integration was ...a powerful differentiator in the marketplace, since that enabled it to provide end-to-end services to its customers and to assure greater quality. Michael Birck, CEO since inception, felt that optics were a core part of the telecom business, and that ...in the long run, it is better to own your core skills, rather than outsource it or have it provided by an alliance. Ciena Corporation Ciena was founded by two physicists, one of whom, David Huber, had worked on fiber-optic research in GTE to develop technologies for cable television. Incorporated in 1992, Ciena quickly turned from cable to opportunities in telecom. In February 1994, with a mere $3 million investment and a belief that the internet would eventually generate insatiable demand for data, Patrick Nettles was appointed CEO. Two years later, the company received commitments for $40 million in venture capital funding from Sevin Rosen Funds, and in March 1996, introduced its first major DWDM product, MW1600, which would increase fiber-optic capacity by sixteen times. Sprint signed on as Cienas first customer in June 1996, and Worldcom in January 1997. Revenues for fiscal year 1996 (ending October) were $54.8 million, with a Net Income of $14.7 million. (See Exhibit 3 for Cienas financials). Emboldened by these developments, in February 1997, the companys founders, Mr. Nettles, and the venture capitalists took Ciena public through an initial public offering (IPO). As the New York Times (March 3, 1997) put it, It happened so quietly that few besides the shareholders and awestruck analysts seem to have noticed. But a small Maryland-based internet technology company recently went public and achieved a $3.44 billion market valuation overnight, making it the largest stock offering by a start-up company in history.8 In May 1997, David Huber resigned, selling his equity stake. But Ciena continued to generate business, with new customers such as Digital Teleport and UK-based Cable & Wireless. The big coup occurred in August, when AT&T agreed to consider a five-year contract for Cienas DWDM systems, subject to Cienas products passing tests at its lab facilities in New Jersey. For Ciena, AT&T

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8 The stock was offered to the public at $23, and closed the day at $37. As a comparison, the muchtouted IPO of Netscape Communications closed the first day of trading at a market capitalization of $2.2 billion.

not only brought 41,000 network miles9 of fiber-optic cable and instant credibility, but it also gave Ciena a foot-in-the-door to penetrate the chokehold that its most important competitive threat, Lucent Technologies, had with its former parent.10 In October 1997, Ciena announced a net income of $113 million (up 670% from the year before), from sales of $374 million, and employed 841 people. It was working on the MW4000 (in which AT&T was expressing interest), which would increase fiber-optic capacity by forty times. But 1998 would turn out to be even more tumultuous. In January, Lucent announced that it would soon offer a DWDM product with double the capacity of Cienas. Analysts did not expect the product to be onstream until 1999. Ciena was outraged: Not only did Lucent not have the 80X product ready, Ciena claimed, but Lucent was not even working on a 40X product. An analyst, Tim Savageaux of Volpe Brown Whelan said, The perception was [created] that Lucent had a wide lead. Someone like Lucent can influence customer behavior....just because of its incumbent relations and size. Mr. Nettles, grumbled, This is freezing the market. [It is] making prospective customers not do anything in anticipation of something better down the road.11 In February 1998, Worldcom, busy with its own acquisition of MCI, announced that it would slow purchases of Cienas equipment, a decision expected to reduce Cienas 2nd quarter revenues by $50 million. Cienas shares fell $161/8 on the news. Worldcoms Vice-chairman, John Sidgemore, said, Were in the middle of an evaluation process. Ciena is a really good company that is facing competition for the first time. They are going to have to continue to innovate, and come up with the next generation product. But Ciena also received three more orders, one from Sprint for $100 million, the second from Digital Teleport for $13 million, and the third from a first-time customer, Hermes Europe Railtel BV of Belgium who wanted the DW4000. An Acquisition Proposal

In the meantime Ciena was beginning to receive attention from possible suitors. On March 2, 1998, Mr. Birck met Nettles at a conference in Santa Barbara, when they informally discussed their respective businesses. Around this time, given all the turmoil, Ciena was undertaking a great deal of soul-searching relating to its strategic positioning in the industry. In late March, the investment bank Goldman Sachs called Ciena to set up a meeting between Birck and Nettles in Baltimore on April 10, ....to discuss a possible business relationship. The two met, and between mid-April and midMay, had a number of meetings. Discussions soon turned to the possibility of an acquisition and the synergies that a combination of the two companies could create.

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9 Network cable miles measure the actual length of the network, a number that is smaller than actual cable miles. For example, if a company installs 10 fiber-optic cables between points A and B which are 10 miles apart, the actual cable miles would be 100, but the network miles would be 10 (allowing the network to theoretically carry about 10*3.5 = 35 million conversations). 10 Analysts estimated that about four-fifths of Lucents optical networking sales were to AT&T. 11 It was estimated that by this time, at least 13 other network communications firms were already (or were about to be) offering DWDM products. Ciena had a market share of one-third in a total DWDM market estimated at about $1.5 billion in 1998, growing at 50% per year. The market was becoming intensely competitive, and intellectual property disputes were becoming common. Ciena was embroiled in such a dispute with Pirelli, which resulted in Ciena having to pay Pirelli $30 million to settle.

Ciena offered time-to-market, scale, manufacturing excellence in DWDM for Tellabs. While it had a great product, it lacked a diverse customer base. Tellabs, on the other hand, offered a stable and geographically diverse customer base. By merging the two companies, Michael Birck felt that there were substantial synergies to be obtained from enhanced revenue growth. He felt that the combined firm could leverage Tellabs' aggressive marketing capabilities from an expanded product scope that would now include DWDM. He foresaw few synergies to arise from the cost or from capital expenditure reductions. On May 6, Ciena was confidentially approached by another telecom supplier (just named as Company A in Tellabs public filings) which indicated a week later that it ...would be interested in a possible business combination with Ciena involving an exchange of shares at a premium. But by this time, Mr. Nettles had warmed up to the possibility of a combination with Tellabs (who was also hinting at a higher premium), and hired the investment banker Morgan Stanley as its advisor. Confidentiality agreements were signed, and Tellabs was allowed to conduct a due diligence of Cienas assets. Goldman Sachs and Morgan Stanley conducted valuations of Ciena, and it was decided that the acquisition would use Tellabs shares as the medium of exchange. On June 1 and 2, Birck and Nettles met again to resolve some final differences. On June 3, 1998, they issued a joint press release announcing the merger. Terms of Merger and the Investment Bankers Valuation Assumptions In undertaking an acquisition, a bidder can pay for the target in stock or cash. In the frothy stock market of the late-1990s with its high stock valuations (relative to historical valuations), analysts and managers were often heard to remark Using stock in an acquisition makes sense, since it is cheap currency in a high-P/E market. Indeed, Mr. Birck himself noted that his stock was the cheapest currency, given its high P/E ratio and hence low cost of capital. But the choice of whether cash or stock should be used as the medium of exchange in M&A involves a number of considerations: whether and how much of the ownership and the synergy value a bidder is willing to give away to target firm shareholders, the relative valuations of the bidder and target shares, their relative sizes, whether the bidder is concerned about pooling of interests or purchase accounting, EPS dilution, tax issues, and signaling consequences. Further, there is the question of whether the exchange ratio of shares should be fixed or variable.

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Acquisitions using stock were the norm in network communications9 out of 10 recent deals in the industry involved stock as the medium of exchange. The industry leader, Cisco Systems, made 28 acquisitions between 1993 and 1998, mostly with stock. A day after the June 3 TellabsCiena announcement, Nortel of Canada announced the purchase Bay Networks for $7.7 billion in stock. A week later, Alcatel of France announced a bid for DSC Communications for $4.4 billion, again, in stock. It was reported that Lucent would soon be on the prowl to buy someone with their stock, since the terms of the spin-off from AT&T would allow it to do pooling of interests after October 1998. Tellabs itself had previously bought Coherent Communications for $670 million in stock (See Exhibit 4 for data on recent comparable acquisitions.) Tellabs purchase terms involved a fixed, one-for-one exchange of its shares for Cienas, and Ciena stockholders would own over one-third of the combined company post-acquisition. According to analysis conducted by Morgan Stanley, between February 7, 1997 (the day of Cienas IPO) and June 3 (the day of the acquisition announcement), 1998, Cienas stock price appreciated by 55.6%,

compared to 60.7% for Tellabs (and 45.5% for a basket of network communications stocks). In the two months prior to the acquisition announcement, Cienas shares were selling for an average of 75% of Tellabs share price. Thus, the proposed exchange ratio represented a 33% premium. Although this exchange ratio was decided upon between Ciena and Tellabs, both Goldman Sachs and Morgan Stanley performed various relative contributions analyses12 and rendered written opinions that the exchange ratio was fair. (See Exhibit 5 for the data on stock prices of Tellabs and Ciena). There also appeared to be convergence in the valuation approaches and the assumptions used by the two investment banks. They analyzed industry transactions to compare levered market capitalizations (LMC) using multiples such as LMC/Earnings, LMC/Sales, and LMC/EBITDA, conducted a proforma analysis of the EPS impact of the merger, and DCF analyses. 13 Goldmans DCF analysis calculated the present values of free cash flows for 1998 to 2002, using discount rates ranging from 16% to 20% (Morgan Stanleys estimates ranged from 17% to 20%), and a P/E multiple of 28 to 32 for Cienas terminal value. The price per share, including synergies, from Goldmans valuation model ranged from $83.10 to $117.10. 14 (In the weeks following the announcement, Cienas shares traded as high as $92. At this price, the two companies were jointly valued by the stock market at about $30 billion). The management structure of the combined firm would have Mr. Birck as CEO and Chairman of the Board, and Mr. Nettles as President and COO. The firms headquarters would be in Lisle, Illinois and the Ciena brand name would disappear. Both boards approved the acquisition, but its completion was contingent on getting the requisite shareholder votes (scheduled for August 21), and approval by the US Justice Department. A Controversial SEC Filing and A Curious Turn of Events

On July 21, 1998, Tellabs filed an S-4 Registration Statement with the Securities and Exchange Commission (SEC), as required by the Securities Act of 1933. This document is filed by companies for use by shareholders to decide whether to approve a merger or acquisition. The filing contained information related to the acquisition, and warnings about risks. Many of these were typical warnings by way of caveats associated with forward-looking statements made by companies.

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12 This is analysis designed to examine how the post-acquisition contributions to the sales, net income, assets, etc. of the combined company compares with the post-acquisition ownership share of the bidder and the target shareholders. 13 LMC = Market value of common equity plus value of debt less cash and marketable securities; EBITDA = Earnings before interest, taxes, depreciation and amortization; EPS = Earnings per share; DCF = Discounted cash flow. 14 Goldman Sachs had been the advisor to Ciena in its IPO in February 1997 (and for a subsequent stock issue in July 1997). For their work related to the merger, Goldman Sachs would be paid an upfront fee of $5 million, plus the lesser of $20 million or 0.25% of the aggregate value of the transaction; Morgan Stanley would be paid 0.23% of the transaction value plus additional expenses such as legal fees. These amounts were expected to total roughly $40 million. The agreement also included a clause whereby Ciena would have to pay Tellabs $200 million to call off the acquisition.

A couple of caveats seemed to go beyond the typical. One noted, Ciena has historically been vulnerable to significant fluctuations in quarterly operating results due primarily... to the small number of major customers. Another noted, for the first time in a public statement, that AT&T recently indicated...that the requirements of its network have grown to such an extent that it had concluded, ...the deployment of [Cienas 16X] system is inadvisable. Without naming a supplier, AT&T said it would explore commercially viable higher-channel systems. The S-4 went on to suggest that the outcome to AT&Ts evaluation of the 40-channel system could not be predicted, given the experience that Ciena had with AT&T in the past with respect to its 16X system. There was no immediate stock market reaction to either the filing or the warnings. However, nine days after the filing, on July 30, analysts quizzed Ciena about the caveats, and Ciena tried to calm them by indicating that AT&T would still choose Ciena. But Cienas stock fell by $55/16 . There was something else puzzling about the July 21 filing15 (see Exhibit 6 for the S-4 data and the relevant footnotes). In reporting Cienas numbers, the filing provided data on the 1st quarter and the (unaudited) 1st half, without explicitly providing data for the 2nd quarter (i.e., someone interested in examining 2nd quarter performance would have to subtract the data for the first quarter from that for the first half). Yet, audited 2nd quarter data had been previously released. Subtracting the profits for 1st quarter from that for the 1st half (to figure out 2nd quarter profit) resulted in a number that was quite different from the previously reported 2nd quarter profit.16 (Exhibit 3 contains data from the subsequently corrected 2nd quarter filing). Further, the proforma of the merged firms financial statement appeared to merge two different fiscal reporting periods. In effect, the filing combined the data for Tellabs 1st quarter ending April 3 with Cienas 1st quarter ending January 31, although these two separate 90-day periods had less than 30 days in common. (However, both firms auditors had approved the filings). The differences were more than an academic matter. They called into question the quality of the companies disclosure practices, and raised the concern that EPS numbers reported in the S-4 filing for the post-combination firm, 37 per share, could be wrong. This would, of course, have implications for the terms of the exchange offer. These concerns were borne out two weeks later. Given the shareholder meeting on August 21 which was before close of 3rd quarter for Ciena, the company was under no obligation to report 3rd quarter results. Mr. Birck urged Mr. Nettles to do so anyway. Thus, on August 14, Ciena announced its 3rd quarter EPS (at 15) was likely to be less than half of analyst expectations (32), in part because of a delay in a $25 million order from Digital Teleport. On the news, Cienas stock fell $17.06, to $54.13, while Tellabs fell $13.69 to $58.13.17

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15 This part of the case is owed to the reporting by Kurt Eichenwald, Just a Little Abracadabra and How Those Numbers Fall Into Place, STREET SMARTS, The New York Times, August 16, 1998. It would appear that the information for this report came from a short-seller who was apparently trying to talk down the stocks. 16 Asked about the discrepancy later, Mr. Nettles said, That was a typo; there was a transcription error in preparing the document. 17 If risk-arbitragers believed that the deal would go through at the promised one-for-one exchange ratio, then the $4 difference would represent an opportunity for arbitrage profits.

10

Mr. Birck was now convinced that he was heading into a riskier venture than just a couple months ago, but decided to go ahead with the shareholder meeting. He was at the office early on August 21, to put the finishing touches on his presentation, when his investor relations officer, Tom Scottino, knocked. Kevin Slocum, an analyst from Soundview Financial Group had called him to say that AT&T was halting its testing of Cienas 40X product. Neither Birck nor Scottino knew much about this analyst, and felt that he was an unlikely source. Scottino had also received an anonymous email to that effect, which added that Ciena had falsified some test results. A copy of the email had also been sent to the financial cable network, CNBC. 18 Not having heard anything from Ciena directly and figuring that the sources were pretty vague, Birck decided to ignore the information. Then, Nettles called with the news that AT&T had, indeed, canceled. This meant that at least $100 million in projected revenues for 1999 (which analysts had forecasted to be about $880 million) was in jeopardy. All of this was peculiar, to say the least. How could an obscure analyst or CNBC obtain such information before Ciena or Tellabs themselves did? Nettles decided to call AT&T to find out, and asked to speak to CEO Michael Armstrong about the canceled tests, but was discouraged from doing so. He was also asking himself: Why did AT&T choose just the moment before the shareholder meeting to convey the bad news? Would AT&T want to throw sand in the wheels of the merger? Why should they care? There was a shareholder meeting to go to, and a press conference scheduled. A worried Mr. Birck was wondering, What now? Where do we go from here?

DO NOT DUPLICATE
*******

18 Ciena executives alleged that the email was sent at 3.47 am, and traced it to an internet account that was set up the previous day, and said that it originated from an unspecified Lucent office in New Jersey. They also claimed that the email twisted facts based on confidential information no one outside AT&T would know.

11

NOTE ON SOURCES In the interest of keeping the flow of the case text relatively uncluttered for the reader, the casewriters chose to minimize the number of citations in the text of the case. We used a large number of publicly available articles, reports, and databases in the preparation of this case. Here is a list of the important sources: Articles: Byrne, John, The Corporation of the Future (Cisco), Business Week, August 31, 1998; CNN Financial News, Ciena Suspects Foul Play, September 16, 1998; Drexhage, Glen, How Cisco Bought Its Way to the Top, Corporate Finance, June 1998; Eichenwald, Kurt, Just a Little Abracadabra, and How Those Numbers Fall Into Place, Street Smarts, New York Times, August 16, 1998; Economist, Mr. Internet, March 28, 1998; Economist, Ma Bells Convenience Store, June 27, 1998; Economist, Telecoms: So the Elephants Danced, August 1, 1998; Fong, Kevin, DWDM Has What It Takes to Fill Up the MAN Holes, Network World, September 28, 1998; Financial Times, Numerous Surveys of the Telecom Industry, 1997 and 1998; FT.com, Telecoms: Big Shake-up for Suppliers, May 6, 1998; Holson, Laura and Seth Scheisel, Lucent on the Loose: Come October, It Can Swallow Bigger Fish, Business, New York Times, September 13, 1998; Holson, Laura, Story....Proves to Be a Page Turner, Business Technology, New York Times, September 21, 1998; Johnson, Paul, The Telecom Revolt: Adopt the Internet or Die, Forbes ASAP, October 5, 1998; Kessler, Andrew, A Switch in Time, Forbes, July 27, 1998; Mack, Tony, Faulty Connection, Forbes, September 21, 1998; Markoff, John, Fiber Optic Technology Draws Record Stock Value, Technology Cybertimes, New York Times, March 3, 1997; McDonald, Lucent, Nokia, Tellabs... Money, October 1998; Mehta, Stephanie, Tellabs Reaches Pact to Acquire Ciena in Stock Swap Valued at $6.9 Billion, The Wall Street Journal, June 4, 1998; Meyers, Jason, Do the Deal, Telephony, August 31, 1998; A Fly in the Ointment, Telephony, August 31, 1998; Brains and Brawn, Telephony, September 14, 1998; Mills, Mike, The Deal that Got Disconnected, Washington Post, September 7, 1998; OKeefe, Susan, Tellabs, Ciena Merge to Form Optical Networking Powerhouse, Telecommunications, August 1998; Parenta, Victor, Switch Back to Routers, Business Communications Review, August 1998; Pearce, Alan, The Great Cisco Wars, Americas Network, August 15, 1998; Puttre, John, The Oncoming Glut of Bandwidth, Business Communications Review, August 1998; Quicken. com, Tellabs and Ciena to Merge, June 3, 1998; Schiesel, Seth, Why Ciena Agreed to the Tellabs Deal, Business Technology, New York Times, June 4, 1998; Schiesel, Seth, Nortel to Buy Internet Equipment Maker for $9 Billion, Business Technology, New York Times, June 16, 1998; Shaffer, Richard, The Next Big Switch Will Be Optical, Fortune, June 22, 1998; Shankar, Bhawani, Network Vision Undergoes Revision, Telecommunications, July 1998; Steinert-Threlkeld, Tom, Cisco Systems Takes on the Really Big Boys on Routing Data, Business Technology, New York Times, June 8, 1998; Yahoo!Finance, Ciena Up On Takeover Rumors, New Contract, September 22, 1998.

DO NOT DUPLICATE

Reports: Ciena Corporation, Annual Report (and various SEC filings), 1997 and 1998; Gale Research Inc., US Industry Profiles, The Leading 100: Telecommunications, 1995; Morgan Stanley Dean Witter, The Technology IPO Yearbook--Third Edition, Spring 1997; Morgan Stanley Dean Witter, various issues of The Internet Quarterly, 1997 and 1998; PaineWebber, Power Grab, Investment Policy Report, January 4, 1998; PaineWebber, Converging Technologies: Investing in the Information Age, Investment Policy

12

Report, September 1997; Standard and Poors Industry Surveys, Telecommunications: Wireline, March 16, 1998; Standard and Poors Industry Surveys, Telecommunications: Wireless, June 25, 1998; Standard and Poors Industry Surveys, Communications Equipment , June 18, 1998; Tellabs Inc., Annual Report (and various SEC filings), 1997 and 1998; Tellabs Inc, Form S-4 Registration Statement Under the Securities Act of 1933, July 21, 1998; US Department of Commerce, A Survey of the Digital Economy, 1998; Weekly Corporate Growth Report, Numerous issues and volumes on mergers and acquisitions in the network communications industry, 1997 to 1998; Databases: Compustat; Disclosure/Worldscope; Global Vantage; LEXIS/NEXIS; Mergerstat Review Moodys database on US and International Companies; ProQuest.

DO NOT DUPLICATE

13

Exhibit 1 Some Commonly Used Acronyms and Terminologies in Network Communications

Terminology Asynchronous Transfer Mode

Acronym ATM

Explanation The standard for transmission of digital multimedia information. It is asynchronous because upload speeds are slower than download speeds. The amount of information that a communication channel is able to carry i.e., channel capacity. It will determine the speed at which information can be transmitted.

Bandwidth

Dense Wave Division Multiplexing

DWDM

Sometimes also called WDM, it allows fiber bandwidth to be increased by transmitting information in a single optical fiber through multi-colored light signals. A technology that transmits data at high speeds (anywhere from 256K to 1.5 MB per second) over copper wires. ADSL refers to an asymmetric DSL where upload speeds are slower than download speeds thereby enabling faster downloads. SDSL refers to a symmetric DSL with equal upload and download speeds. A type of packet switching that uses smaller-than-usual packets.

Digital Subscriber Line

DSL (also ADSL and SDSL)

Frame Relay Global System for Mobile Communications GSM

European standard for digital cellular communications, based on a principle known as time division multiple access or TDMA (see below). Switched network that permits voice and data to be digitally transmitted over copper wires at speeds of 128K per second. A slower cousin to DSL.

Integrated Services Digital Network

ISDN

Packet Switching

Data (including voice and video) are organized into individual groups or packets, with each packet having a unique origination and destination internet protocol (IP) address. The packets are sent through wherever capacity is available in the network, and then pieced together at the recipients end. Enables more efficient use of bandwidth. RBOCs Th Baby Bells. They currently have regional monopolies in local service, and control the copper wires into homes and businesses. Intermediary gear (like switches) that routes digital information to its destination. Considered a part of the internet plumbing as they tie together various networks. Also intermediary gear (like routers) that allows information to reach the final destination. They allot the appropriate amount of bandwidth for each packet in packet switching. SDH The standard for fiber-optic transmission in Europe, similar to SONET in North America (see below). The standard for fiber-optic transmission in North America. It specifies transmission rates that equipment manufacturers can use. Digital cellular transmission technology that allows line capacity to be increased compared to analog technology.

Regional Bell Operating Companies

Routers

Switches

Synchronous Digital Hierarchy

Synchronous Optical Network

SONET

Time Division Multiple Access

TDMA

EXHIBIT 2

Network Communications Companies: Comparative Information for Fiscal Year 1997

Data in US$ millions unless otherwise noted.

AlcatelAlsthom Fiscal Year-end Revenues Gross Margin Net Income Current Assets Total Assets Current Liabilities Long-term Debt Total Liabilities Ending Stock Price (US$) Market Value of Equity Earnings per Share (US$) Capital Expenditure as % Sales R&D as % Sales Revenue per Employee (US$) Price-to-Earnings Market-to-Book Shares Outstanding (Mn.) Equity Beta (1)

Ascend Comm.

Bay Networks

Ciena Corp.

Cisco Systems

DSC Comm.

Ericsson

Lucent Technologies

12/31/97 12/31/97 31,039.6 1,167.4 24.51% 64.57% 708.2 (124.4) 28,534.9 42,045.4 19,616.9 3,692.9 34,705.2 127.75 19,984.0 4.53 914.6 1,138.2 168.6 0.0 168.6 24.50 4,633.7 -0.66

6/30/97 10/31/97 2,093.1 373.8 48.65% 63.56% (285.0) 112.9 1,248.4 1,766.0 420.8 110.0 530.8 25.62 4,989.4 -1.46 378.6 447.3 53.6 1.9 83.6 61.12 6,342.1 1.09

7/26/97 12/31/97 12/31/97 6,440.2 1,575.5 21,465.8 65.20% 42.04% 41.32% 1,048.7 48.9 1,515.9 3,101.3 5,386.0 1,120.1 0.0 1,054.1 55.75 57,644.3 1.01 1,595.0 2,439.5 472.3 629.2 1,223.7 24.00 2,867.9 0.41 14,983.5 18,717.8 7,375.5 1,445.0 12,037.1 18.66 18,180.2 1.56

Northern Telecom (Nortel) 9/30/97 12/31/97 23,360.0 15,002.1 49.07% 40.70% 541.0 805.0 12,501.0 22,549.0 10,738.0 1,665.0 19,162.0 39.94 51,450.7 0.42 12,222.2 17,952.2 3,771.0 2,238.0 10,027.2 63.57 33,183.5 1.54

Tellabs, Inc. 1/2/98 1,203.5 62.98% 263.7 862.9 1,183.4 225.8 2.9 250.3 52.87 9,845.5 1.42

3.79% 9.02% 5.25% 17.82% 5.13% 9.08% 4.28% 5.93% 13.36% 12.89% 6.23% 10.84% 17.86% 14.34% 163,754.8 710,097.3 351,191.3 444,470.9 585,472.7 235,818.0 207,744.1 28.22 2.72 156.43 1.23 NM 4.83 189.13 2.31 NM 4.04 194.75 1.42 56.17 18.03 103.77 NA (2) 54.97 12.09 1,033.98 1.19 58.65 2.34 119.50 1.47 11.99 2.72 974.50 1.45

7.00% 5.34% 7.04% 14.57% 19.87% 13.14% 174,328.4 205,801.4 300,875.0 95.10 11.35 1,288.20 1.63 41.22 4.80 522.00 1.62 37.34 10.72 186.22 1.65

Note 1 : Equity betas are from Disclosure/Worldscope and the website <www.marketguide.com> Note 2 : Equity beta for Ciena unavailable because of its short stock price history. Sources : Disclosure/Worldscope, Moody's/Moody's International, Nasdaq, Company websites and annual reports, www.excite.com, www.marketguide.com.

EXHIBIT 3

Ciena Corporation and Tellabs Inc.: Financial Data

Data in US$ '000 unless otherwise noted.

CIENA
2nd Qtr '98 (Apr-30-98) 1st Qtr '98 (Jan-31-98) 1997 1996 1st Qtr. '98 (Apr-3-98)

TELLABS
1997 1996

Sales Cost of Goods Sold R&D Expense SG&A Epenses Depreciation Non-operating Income Interest Expense Income Before Taxes Taxes Net Income Cash and ST Investments Accounts Receivable Total Current Assets Total Assets Other Current Liabilities Accounts Payable Total Current Liabilities Long Term Debt Stockholder's Equity Period-end Stock Price (US$) Market Value of Equity Capital Expenditure Total Shares Outstanding ('000) Price-to-Earnings (P/E) Ratio Market-to-Book (M/B) Ratio Earnings per Share (US$)

142,718 49,990 26,151 25,492 13,925 3,431 81 30,510 15,205 15,305 226,239 131,993 444,957 575,057 50,143 36,629 86,772 1,779 456,382 55.75 5,630,527 57,979 100,996 46 12 0.15

134,267 44,461 10,203 12,536 6,144 3,786 76 64,633 24,895 39,738 251,919 79,258 436,944 533,505 52,064 28,687 80,751 1,942 421,666 55.06 5,486,532 21,312 99,641 41 13 0.40

373,827 126,072 23,308 37,630 10,155 7,599 343 183,918 71,013 112,905 263,085 63,227 378,647 447,228 33,224 20,373 53,597 1,885 363,648 61.12 6,068,421 66,627 99,287 56 17 1.14

54,838 20,837 8,922 7,685 1,007 877 296 16,968 2,250 14,718 22,557 16,759 55,012 67,301 12,878 6,278 19,156 1,885 5,030 NA NA 11,514 NA NA NA NA

327,502 120,219 43,306 66,601 1,476 5,287 85 101,102 32,858 68,244 600,486 259,595 955,924 1,286,717 181,037 48,098 229,135 2,850 1,033,050 65.63 11,936,325 13,812 181,873 44 12 0.38

1,203,546 398,651 158,129 230,418 52,884 36,478 413 399,529 135,840 263,689 109,048 284,084 862,934 1,183,379 175,398 50,422 225,820 2,850 933,109 52.87 9,565,505 84,717 180,925 36 10 1.46

868,975 317,084 181,916 164,701 36,331 7,512 1,173 175,282 57,317 117,965 90,446 167,928 475,464 743,823 94,693 36,931 131,624 2,850 591,276 37.62 6,715,509 64,831 178,509 57 11 0.66

"NA" => Not applicable Source : SEC filings; Company websites.

EXHIBIT 4

Telecommunications Merger & Acquisition Activity

Bidder Cisco Systems Alcatel-Alsthom Target Summa Four Inc. DSC Comm.Corp. Total Price Price per Medium of Price / Paid Share Exchange LMC (1) $116 mn $4,400 mn $17.58 $31.81 Stock Stock 0.91 0.83 Price / Price / Price / Price / Date Bidder Stock Target Stock Earnings Sales EBITDA Employee (Month) Reaction Reaction NM (2) 30.3 2.77 2.29 145 10.11 552,381 691,063 Aug-98 Jun-98 Down Down Up Up

Northern Telecom (Nortel)

Bay Networks

$7,680 mn (3) $1,000 mn $4,140 mn

$32.40

Stock

0.98

34.1

3.00

20.00

1,335,652

Jun-98

Down

Up

Lucent Technologies Alltel

Yurie Systems (360 Degree) Communications

$35.00 $33.00

Stock Stock

1.00 0.65

163.9 33.57

19.57 2.59

88.5 5.79

5,952,381 1,335,484

May-98 Mar-98

Down Down

Up Up

Tellabs Inc. Teleport Communications

Coherent Comm. Sys. ACC Corp.

$670 mn $1,000 mn

$41.72 $50.00

Stock Stock

1.02 0.91

53.2 62.1

9.5 2.91

36.22 30.77
(5)

3,316,832 1,855,288

Feb-98 Dec-97

Up Up

Up Up

Lucent Technologies

Octel Communications

$1,800 mn

$31.00

Stock

1.01

26.5

2.37

14.75
(5)

620,690

Jul-97

Down

Up

Ascend Communications

Cascade Communications

$2,900 mn
(4)

$36.40

Stock

1.03

24.2

4.83

19.46
(5)

3,866,667

Apr-97

Down

Up

3Com Corp.

U.S. Robotics

$6,600 mn

$69.25

Stock

0.96

45.8

3.34

35.87
(5)

1,971,915

Mar-97

Down

Up

Note 1 : LMC = Levered Market Capitalization, defined as Equity Value + Total Debt - Cash and Marketable Securities. Note 2 : "NM" => Not meaningful. Note 3: Nortel initially anounced the acquisition at a purchase price of $9.1 billion. Because of the fall in the bidder's stock price, it was subsequently valued at $7.7 billion. Note 4 : Ascend initially anounced the acquisition at a purchase price of $3.7 billion. Because of the fall in the bidder's stock price, it was subsequently valued at $2.9 billion. Note 5 : Price/Cashflow

Source: Corporate Weekly Growth Report, Mergerstat Review, News reports.

EXHIBIT 5

Tellabs and Ciena: Stock Price Movement

Date February '97 March '97 April '97 May '97 June '97 July '97 August '97 September '97 October '97 November '97 December '97 January '98 February '98 March '98 April '98 May '98 Jun-1-98 Jun-2-98 Jun-3-98 Jun-4-98 5-Jun-98 12-Jun-98 19-Jun-98 26-Jun-98 3-Jul-98 10-Jul-98 17-Jul-98 24-Jul-98 31-Jul-98 7-Aug-98 14-Aug-98 20-Aug-98 CIENA TELLABS S&P 500 39.25 39.88 790.82 28.44 36.13 757.12 31.25 39.88 801.34 46.75 50.25 848.28 47.13 55.88 885.14 56.13 59.88 954.29 47.75 59.69 899.47 49.53 51.50 947.28 55.00 54.00 914.62 54.00 52.00 955.40 61.13 52.88 970.43 55.06 51.19 980.28 41.94 60.38 1049.34 42.63 67.13 1101.75 55.75 70.88 1111.75 52.00 68.72 1090.82 51.38 57.56 61.75 61.50 62.06 61.25 63.00 70.50 70.13 73.13 85.94 83.06 74.06 75.69 54.13 56.78 65.81 65.88 63.81 63.31 63.69 62.81 64.94 71.63 71.50 74.56 86.69 83.88 75.28 76.59 58.13 57.25 1090.98 1093.22 1082.73 1094.83 1113.86 1098.84 1100.65 1133.20 1146.42 1164.33 1185.49 1137.28 1115.48 1084.36 1057.14 1077.88

Monthly Ending Price (Pre-bid)

Daily Ending Price (At bid)

Weekly Endling Price (Post-bid)

Note : Ciena went public only in February 1997. Source: Compustat, NASDAQ.

Exhibit 6

Selected Financial Data from S-4 Filing of Tellabs and Ciena (Anaudited; US$ '000)

(With relevant footnotes as in original). CIENA Six months ended Apr-30-98 Earnings data Net Sales Gross Profit Earnings before income taxes Net Income Balance Sheet Data Stockholder's Equity Total assets Net working capital Accounts Receivable Per-Share Data Basic Net Income per Common Share Earnings per share, with dilution (US$) Book value per share (US$) Average Number of Shares Average Number of Shares, with Dilution
Relevant Footnotes from S-4 Filing : 1) Tellabs operates on a 52-53 week fiscal year. Ciena's fiscal year ends on the Saturday nearest to the last day of October. 2) The proforma combined balance sheet as of April 3, 1998 combines Tellabs' balance sheet as of April 3, 1998 with Ciena's balance sheet as of January 31, 1998. 3) The proforma combined statement of earnings combines Tellabs' statement of earnings as of April 3, 1998 with Ciena's statement of earnings as of January 31, 1998. Casewriter Notes : 1) Some data items for Ciena's second quarter ending April 30, 1998 were not directly reported in the S-4 filing, as indicated above. 2) Ciena's 10-Q filing indicates a 'weighted average' number of shares outstanding in 1/31/98 as 99,641,000 (undiluted) and 106,552,000 (diluted), respectively. 3) Ciena's 10-Q filing indicates a 'weighted average' number of shares outstanding in 4/30/98 as 100,996,000 (undiluted) and 107,598,000 (diluted), respectively.

CIENA Three months ended Jan-31-98

TELLABS Three months ended Apr-3-98

COMBINED Pro-forma for First Querter

287,810 122,895 96,350

Not reported

145,092 86,112 65,840 39,698

327,502 207,283 101,102 68,244

472,594 293,395 166,942 107,942

456,382 575,057 358,185

Not reported

430,360 551,105 364,358 89,305

1,033,050 1,286,717 726,789 259,595

1,463,410 1,837,822 1,091,147 348,900

0.54 0.51
Not reported Not reported Not reported

0.39 0.37 4.26 100,641 107,552

0.38 0.37 5.67 181,873 186,947

0.37 4.99 282,514 294,499