FINISAR CORP (Form: 8-K, Received: 03/28/2011 17:11:54)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported):
March 22, 2011

Finisar Corporation

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		000-27999 (Commission File No.)		94-3038428 (I.R.S. Employer Identification No.)

1389 Moffett Park Drive
Sunnyvale, CA 94089
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(408) 548-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

In a previous Current Report on Form 8-K filed on March 22, 2011 (the “Prior 8-K”), Finisar Corporation (“Finisar”) reported that it had entered into a transaction agreement (the “Transaction Agreement”) with Ignis ASA, a Norwegian corporation (“Ignis”), under which Finisar will make a recommended voluntary public cash offer to acquire all of the outstanding shares of Ignis not currently owned by Finisar for NOK 8 per share, or an aggregate purchase price of up to approximately NOK 425 million ($76 million). Finisar also reported that, on March 21 and 22, 2011, it had acquired an aggregate of 18.3 million Ignis shares from certain existing Ignis shareholders for NOK 8 per share in cash, or an aggregate purchase price of NOK 147 ($26 million). These purchases brought Finisar’s total ownership to approximately 25.7 million shares (approximately 32.6% of the outstanding Ignis shares on a fully-diluted basis).

On March 22, 2011, Finisar and Ignis entered into the Transaction Agreement which, among other things, specifies the offer process, imposes restrictions on certain actions by Ignis outside the ordinary course of business, and contains customary non-solicitation provisions. The Transaction Agreement also provides that the board of directors of Ignis may withdraw its recommendation only if it receives a competing offer that the board considers to be more favorable to Ignis’s shareholders than Finisar’s offer. Under certain circumstances, including the withdrawal of the board’s recommendation and the subsequent lapse of Finisar’s offer, Ignis would be required to pay a break-up fee of $1.5 million to Finisar.

The completion of the offer will be subject to the satisfaction or waiver by Finisar of customary conditions, including acceptance of the offer by the holders of shares which, together with the shares owned by Finisar, represent more than 67% of the outstanding Ignis shares on a fully-diluted basis. The completion of the offer is not currently expected to require approval by competition or antitrust authorities in any jurisdiction. The offer is not subject to any financing conditions and will be funded from Finisar’s existing cash resources. Subject to the various closing conditions, the offer and resulting purchases are expected to close early in Finisar’s first fiscal quarter ending July 31, 2011.

Certain Ignis shareholders, including all members of its management and board owning shares, have committed to accept the offer subject to certain conditions. The shares which have been committed on these terms represent approximately 19.7% of the outstanding shares of Ignis on a fully-diluted basis and, together with the shares currently owned by Finisar, would total approximately 52.3% of the outstanding shares of Ignis on a fully-diluted basis. NOK 80 million ($14 million) of the consideration to be paid to certain of these shareholders will be subject to an escrow arrangement related to Ignis’ acquisition of SmartOptics Holdings AS in December 2010 and will be released to the former SmartOptics shareholders only upon the achievement of certain financial and other milestones related to the ongoing operations of the SmartOptics business.

In connection with the Transaction Agreement, Finisar agreed to provide Ignis with a bridge financing facility under which Ignis may borrow up to $3 million after April 15, 2011 for working capital purposes. Loans under the facility will bear interest at the rate of 5% per annum, will be secured by certain assets of Ignis and will be payable on the earlier of December 31, 2011 or the closing of a transaction or series of transactions in which any third party acquires voting securities of Ignis which comprise 50.1% or more of the outstanding voting power of Ignis.

The foregoing description of the Transaction Agreement, the purchase of shares of Ignis and the advance commitments to accept the tender offer, as well as the description thereof in the joint press release issued by Finisar and Ignis on March 22, 2011 which was filed as Exhibit 99.1 to the Prior 8-K, are only summaries, do not purport to be complete and are qualified in their entirety by reference to the full texts of the agreements filed herewith as Exhibits 2.1, 10.1 and 10.2.

Additional Information.

The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Ignis. Finisar plans to publish and distribute an offer document setting forth the terms of the offer to Ignis shareholders as soon as practicable. The offer document will contain important information about Ignis, the transaction and related matters . Investors and Ignis shareholders are urged to read the offer document carefully

when it becomes available. Investors will be able to obtain free copies of the offer document by contacting SEB Enskilda, the receiving agent for the offer, at +47 21008500 or by visiting www.sebenskilda.no.

The offer will not be made in any jurisdiction in which the making of the offer would not be in compliance with the laws of such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


Exhibit		Description
2.1		Transaction Agreement, dated March 22, 2011, between Finisar Corporation and Ignis ASA

10.1		Form of contract note between Finisar Corporation and sellers of shares of Ignis ASA

10.2		Form of pre-acceptance agreement between Finisar Corporation and shareholders of Ignis ASA

Forward-Looking Statements.

This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements related to the anticipated consummation of the proposed acquisition and the time frame in which it is expected to occur. All forward-looking statements included in this filing are based on information available to Finisar and Ignis as of the date hereof and current expectations, forecasts and assumptions of Finisar management. Forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those anticipated. These risks and uncertainties include the risk that the proposed acquisition may not close, including the risk that the requisite number of Ignis shares may not be tendered; difficulties that may be encountered in integrating the combined businesses and realizing the potential synergies of the proposed combination; risks associated with the rapidly evolving markets for both companies’ products, the historical dependence of each company on a limited number of customers, and fluctuations in the mix of products and customers in any period; the risks associated with ongoing new product development, and introduction of new and enhanced products; the challenges of rapid growth followed by periods of contraction; intensive competition; and the other risks and uncertainties faced by each company, in the case of Finisar, as reported in its most recent Form 10-K, Forms 10-Q and other filings with the Securities and Exchange Commission. No forward-looking statements in this filing should be relied upon as representing Finisar’s views or expectations as of any subsequent date and neither company undertakes any obligation to revise or update any such forward-looking statement to reflect events or circumstances that may arise after the statement was made.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 28, 2011


	Finisar Corporation
	By:	/s/ Kurt Adzema
		Kurt Adzema
		Executive Vice President, Finance and Chief Financial Officer

Exhibit 2.1

Execution version

TRANSACTION AGREEMENT

Between

IGNIS ASA

and

FINISAR CORPORATION

Sunnyvale/Oslo, 22 March 2011

TABLE OF CONTENTS


	Page
1 THE OFFER TO THE IGNIS SHAREHOLDERS		3
1.1 The Offer		3
1.2 Closing Conditions		3
1.3 Voluntary Offer Document		5
1.4 Competition Filings		6
1.5 Mandatory Offer or Compulsory Transfer		6

2 IGNIS BOARD RECOMMENDATION		6

3 RELEASE OF LOCKED-UP SHARES		6

4 UNDERTAKINGS AND COVENANTS BY IGNIS		6

5 TENTATIVE TIME SCHEDULE		8

6 PUBLICITY		8

7 TERMINATION		8
7.1 Termination		8
7.2 Effect of Termination		9

8 MISCELLANEOUS		9
8.1 Costs and Expenses		9
8.2 Break-up Fee		9
8.3 Provision of Certain Information to the Offeror		10
8.4 Notices		11
8.5 Modifications and amendments		11
8.6 Entire Agreement, etc.		12
8.7 Governing Law and Arbitration		12

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TRANSACTION AGREEMENT

This transaction agreement (the “ Agreement ”) is entered into on 21 March 2011 between:

(1)		Ignis ASA , organisation number 858 905 192, Drammensveien 126, 0277 Oslo, Norway (“ Ignis ”); and

(2)		Finisar Corporation , Delaware corporation number 3090879, 1389 Moffett Park Drive, Sunnyvale, CA 94089, United States of America (the “ Offeror ”).

WHEREAS :

(A)		Ignis is a company listed on Oslo Børs;

(B)		the Offeror is a company whose common stock is listed on the Nasdaq National Market; and

(C)		the respective boards of directors of the Offeror and Ignis have resolved that the Offeror and Ignis shall enter into this Agreement regarding the possible acquisition of Ignis by the Offeror (the “ Transaction ”), pursuant to which the Offeror shall, subject to the terms and conditions set out herein, make an offer for all of the issued and outstanding shares of Ignis not held by the Offeror (the “ Shares ”), free of any encumbrances or liens, against consideration in cash.

NOW THEREFORE the parties agree as follows:

1		THE OFFER TO THE IGNIS SHAREHOLDERS

1.1		The Offer

The parties agree that the Transaction shall be effected by an offer by the Offeror to purchase all of the issued and outstanding Shares (the “ Offer ”) for cash consideration of NOK 8 for each Share (the “ Offer Price ”), on the terms and subject to the conditions set out in this Agreement. The Offeror shall make the Offer to all Ignis shareholders.

1.2 Closing Conditions

The completion of the Offer shall be subject to the following conditions (the “ Closing Conditions ”) being satisfied or, at the discretion of the Offeror, waived, no later than 31 October 2011 (the “ Termination Date ”):

Accuracy of Information . Nothing shall have come to the attention of the Offeror that has reasonably caused it to conclude in good faith that any of the information about Ignis or its subsidiaries obtained by the Offeror, whether provided to the Offeror by Ignis or any of its representatives or contained in any publicly available document bearing a date on or after January 1, 2010, is, on the last day of the offer period of the Offer, inaccurate or incomplete (a) in any material respect or (b) in the case of information regarding the capitalization of Ignis, other than for de minimis inaccuracies or omissions; and

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	b)		Minimum Acceptance . A number of Shares which, together with the shares of Ignis held by the Offeror, represents more than 67% of the total outstanding share capital and voting power of Ignis on a fully diluted basis, shall have been validly tendered and not withdrawn at the end of the offer period of the Offer; and

	c)		No Withdrawal of Board Recommendation . The board of directors of Ignis (the “ Ignis Board ”) shall not have amended, without the Offeror’s consent, or withdrawn its recommendation that the Ignis shareholders accept the Offer (this condition applies to, but is not limited to, a “Recommendation Change” as defined in Clause 8.2); and

	d)		No Material Adverse Change . No change, effect, development or event that is or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, or results of operations of Ignis and its subsidiaries, taken as a whole, shall have occurred; provided, however, that no such event or series of events resulting from or relating to any of the following shall be taken into account when determining whether such a change, effect, development or event has occurred: (i) changes that affect generally the industries in which Ignis or the Offeror operate to the extent that it does not to a material extent disproportionately affect Ignis and its subsidiaries relevant to its competitors, (ii) changes in relevant accounting standards, (iii) changes that affect generally the economy or the credit, debt, financial or capital markets, in each case in the United States, Norway or elsewhere in the world, including changes in interest or exchange rates to the extent that it does not to a material extent disproportionately affect Ignis and its subsidiaries relative to its competitors, (iv) any decline or delay in customer purchases resulting from the announcement and pendency of the Offer, (v) earthquakes, hurricanes, tornados or other natural disasters to the extent that they do not to a material extent disproportionately affect Ignis and its subsidiaries, (vi) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of announcement of the Offer to the extent that they do not to a material extent disproportionately affect Ignis and its subsidiaries, and (vii) any decline in Ignis’ share price, change in trading volume or failure to meet publicly announced revenue or earnings projections (provided that the exclusion in this clause (vii) does not apply to any underlying event, violation, change, failure, inaccuracy, circumstance or other matter that may have caused such decline, change or failure) ( “Material Adverse Change” ); and

	e)		Consent from Business Partners . To the extent any material contract of Ignis or any of its subsidiaries contains clauses which give the other contracting party a right to terminate such material contract as a result of the completion of the Offer, the Offeror shall have received a consent or waiver (if appropriate) from such contracting party stating that the material contract will not be terminated or amended as a result of the completion of the Offer; and

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	f)		Conduct of Business . Following the announcement of the Offer and until settlement of the Offer, (i) Ignis and each of its subsidiaries shall, other than with the prior written consent of the Offeror, (A) in all material respects have conducted its business in the ordinary course and in accordance with applicable laws, regulations and decisions of competent governmental and regulatory authorities, and (B) not have entered into any agreement providing for material acquisitions, dispositions or other transactions not in the ordinary course, and (ii) there shall not have been any changes in the share capital of Ignis or the issuance of rights which entitle the holder to demand new shares or similar securities, the payment of dividends or other distributions from Ignis or any of its subsidiaries, proposals to shareholders for merger or de-merger, or any other change of corporate; and

	g)		Approvals and Consents from Governmental Authorities . All material permits, consents, approvals and actions from competent governmental and regulatory authorities necessary for the completion of the Offer shall have been obtained either without conditions or upon conditions that are acceptable to the Offeror in its reasonable judgment; and

	h)		Absence of Litigation . After the announcement of the Offer, no material litigation shall have been initiated against Ignis or any of its subsidiaries by a governmental or regulatory body nor shall any such material litigation be threatened; provided, however, that such litigation shall only be relevant under this Clause 1.2 (h) if such litigation is founded on a bona fide claim or basis and if adversely determined, whether pursuant to injunction, judgment, order, decree, ruling or charge, would reasonably be expected to result in a Material Adverse Change as set forth in Clause 1.2 (d) above; and

	i)		Absence of Restraints . No court or other governmental or regulatory authority of competent jurisdiction shall have taken any form of legal action (whether temporary, preliminary or permanent) that is in effect and restrains or prohibits the consummation of the Offer or shall in connection with the Offer have imposed conditions upon the Offeror, Ignis or any of their respective subsidiaries which are not acceptable to the Offeror in its reasonable judgment; and

	j)		Compliance with Covenants . Ignis shall have complied in all material respects with the undertakings and covenants in Clause 3 and 4.

The Offeror reserves the right to, at any time, withdraw the Offer in the event that it is clear that any of the above conditions is not fulfilled or cannot be fulfilled.

1.3 Voluntary Offer Document

The Offeror shall prepare and, subject to satisfaction or waiver of the conditions set out in Clause 1.2, dispatch a voluntary offer document pursuant to chapter 6 of the Norwegian Securities Trading Act 2007 (the “ Offer Document ”) for all the Shares.

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Ignis shall provide such information and assistance as may be necessary in connection with the Offer Document.

1.4 Competition Filings

The Offeror shall as soon as practically possible after the announcement of the Offer make such filings with competition, antitrust or other governmental or regulatory authorities in any jurisdiction as are necessary or appropriate for completion of the Offer. Ignis shall provide such assistance as may be necessary in connection with any such filings.

1.5 Mandatory Offer or Compulsory Transfer

As soon as practicable after the completion of the Offer, assuming that the Closing Conditions shall have been either satisfied or waived, the Offeror shall, in accordance with the rules of chapter 6 of the Norwegian Securities Trading Act 2007, make a mandatory offer for the Shares that it does not own following the completion of the Offer. The Offeror may, however, at its sole discretion opt to make a compulsory transfer of such remaining Shares without launching a mandatory offer to the extent permitted under applicable law.

2 IGNIS BOARD RECOMMENDATION

The Ignis Board has received a fairness opinion from First Securities AS in relation to the Offer which provides that, as of 21 March 2011 and on the basis of and subject to the assumptions, considerations, qualifications, factors and limitations set forth in the fairness opinion, the Offer Price was fair, from a financial point of view, to the shareholders of Ignis. After consideration of the terms and conditions of the Offer, and such other factors as deemed relevant by the Board, including the fairness opinion from First Securities AS, the Board has determined that the terms and conditions of the Offer are fair and has resolved to recommend that the shareholders of Ignis accept the Offer. The Board undertakes to prepare a recommendation in a form reasonably satisfactory to the Offeror to the shareholders of Ignis to accept the Offer, which shall be prepared prior to the launch of the Offer and shall be included in the Offer Document (the “Ignis Board Recommendation” ). Due to the fact that the Offer is launched in agreement with Ignis, the parties acknowledge that the Oslo Stock Exchange may require that the statement on behalf of the Company is made by or supplemented by an independent third party, as set out in section 6-16 (5) of the Securities Trading Act.

3 RELEASE OF LOCKED-UP SHARES

As to any Shares that are subject to a lock-up restriction with Ignis, the Ignis Board has taken the action necessary to release those Shares solely to enable the owners of those Shares to accept the Offer.

4 UNDERTAKINGS AND COVENANTS BY IGNIS

Ignis undertakes that, with effect from the date of this Agreement and to the date on which the Offer is completed, it shall not, and it shall procure that each of its subsidiaries do not:

(i)

solicit, discuss or negotiate an offer or merger proposal by any third party in respect of Ignis or its shares or assets or enter into any joint venture or other transaction the consummation of which could reasonably be expected to hinder or render more difficult the consummation of the transactions contemplated in this Agreement (a “ Competing Transaction ”) or provide

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		access to non-public or confidential information to any third party in connection with a Competing Transaction, provided that the Ignis shall not be prevented from providing information in connection with any Competing Transaction or enter into discussions regarding a Competing Transaction on the basis of an unsolicited offer from a third party if, in either case, the Ignis Board in good faith considers that a failure to do so would violate applicable laws and regulations or the fiduciary duties of the directors provided, further, that Ignis shall not share any non-public information with the third party proposing the Competing Transaction unless Ignis shall (1) first enter into a confidentiality agreement with such third party no less favorable to Ignis than the confidentiality letter agreement entered into between Ignis and Offeror dated as of 14 February, 2011 and (2) promptly offer to provide to Offeror any non-public information shared with such third party that was not previously furnished to Offeror; or

(ii)		enter into, or announce an intention to enter into, any transaction which is material and outside the ordinary business of Ignis, without the prior written consent of the Offeror (such consent not to be unreasonably withheld or delayed); or

(iii)		make any distributions or resolve to make any distributions to its shareholders; or

(iv)		make any change to its business that is likely to have a material adverse effect on Ignis, without the prior written consent of the Offeror; or

(v)		initiate or conduct any restructuring of Ignis or any of its subsidiaries, or form any subsidiary or acquire shares in any company or participate in, or terminate any participation in, any partnership or joint venture; or

(vi)		sell, divest, invest in or acquire any material business (through shares or assets deals) or, outside the ordinary course of business, purchase, sell or transfer any intellectual property or material asset; or

(vii)		allot, issue, redeem or repurchase any shares or create any share capital or options in respect of any shares of Ignis or any subsidiary; provided, however, that the foregoing shall not restrict Ignis from issuing shares in accordance with any options granted prior to the date of this Agreement; or

(viii)		adopt any change in the articles of association, by-laws or similar documents governing the formation or organization of Ignis or any subsidiary; or

(ix)		other than in the ordinary course of business and consistent with past practice, terminate or enter into employment contracts with management personnel, or make or accept any changes in the amount of remuneration payable to any employee of Ignis or any of its subsidiaries, or adopt or implement new employee benefit plans or arrangements; or

(x)		agree, conditionally or otherwise, to take any of the foregoing actions.

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Furthermore, Ignis undertakes that, with effect from the date of this Agreement and to the date on which the Offer is completed, it shall, and it shall procure that each of its subsidiaries shall:

(i)		unless otherwise stated in this Agreement, conduct its business in the ordinary course of business, consistent with past practice and in accordance with applicable law; and

(ii)		promptly disclose to and consult the Offeror with respect to any extraordinary or irregular conduct or handling of Ignis and its subsidiaries and their businesses, and promptly inform the Offeror of any important or material business decision.

5 TENTATIVE TIME SCHEDULE

The parties agree that the following shall be the tentative time schedule for the Transaction:

•		The Offeror shall use all reasonable efforts to launch the Offer and commence the Offer Period as soon as practically possible following the announcement of the Offer.

•		The Offer period will end at a time in Oslo that occurs during the later of (i) the 20th business day from and including the business day on which the Offer is formally commenced (for this purpose a business day means any day other than a Saturday, Sunday or a United States federal holiday and consists of the time period from 12.01 a.m. through 12 midnight Eastern time in the United States), or (ii) May 2, 2011, if the Offeror so chooses prior to finalizing the Offer Document for distribution to the Ignis shareholders. The Offer period may be extended by the Offeror from time to time for up to six (6) weeks until such time that all of the Closing Conditions have been satisfied or waived.

•		Settlement under the Offer is expected to take place no later than two (2) weeks after the date of the closing announcement.

6 PUBLICITY

Each party shall, and shall procure that its subsidiaries shall, use reasonable efforts to (i) consult with the other party prior to issuing any public announcements with respect to the Offer, and (ii) coordinate with the other party with respect to filings made in connection with the Offer with any governmental or regulatory body in any jurisdiction.

Ignis shall no later than at the time the Offer is launched, disclose through Oslo Børs’ information system any information which has been disclosed to the Offeror and which at the time the Offer is launched would otherwise (to the best of Ignis’ knowledge and belief) constitute inside information (as defined by the Norwegian Securities Trading Act 2007).

7 TERMINATION

7.1 Termination

This Agreement shall terminate and (subject to clause 7.2) all obligations of the parties hereunder shall cease forthwith on the earlier of:

(i)

at 23:59 (CET) on the Termination Date if the Closing Conditions in Clause 1.2 have not been satisfied or waived by the Offeror prior to such time;

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(ii)		the effective date of a written termination agreement between Ignis and the Offeror made at any time prior to the date when all of the Closing Conditions have been satisfied or waived by Offeror; and

(iii)		the Offer lapsing or being withdrawn or terminated in accordance with the provisions of this Agreement.

7.2 Effect of Termination

Termination of this Agreement shall be without prejudice to the rights of a party which have arisen prior to termination, including (without limitation) any claim in respect of a breach of this Agreement. Clauses 6 and 8 shall survive termination.

8 MISCELLANEOUS

8.1 Costs and Expenses

Save as otherwise provided in this Agreement, the parties shall bear their own costs and expenses rendered in connection with the transactions contemplated by this Agreement, whether or not the Offer is completed.

8.2 Break-up Fee

A break-up fee of USD 1.5 million (the “Breakup fee” ) shall be paid by Ignis to the Offeror if (1) the Ignis Board adopts a “Recommendation Change” (as defined below) and (2) the Offer subsequently lapses without any Shares having been purchased by the Offeror thereunder. In addition, if (1) during the period in which the Offer is open for acceptance by Ignis shareholders, any person other than the Offeror makes a public offer or proposal to acquire any Shares and (2) within six months of the date of this Agreement any party other than the Offeror becomes the owner of 51% or more of the total outstanding share capital and voting power of Ignis on a fully-diluted basis, Ignis shall pay the Offeror a break-up fee of the same amount.

If a third party announces a Competing Transaction then Ignis shall, within three business days (during which it shall not publicly withdraw or modify the Ignis Board Recommendation), either (i) issue a public statement confirming that the Ignis Board is maintaining the Ignis Board Recommendation or (ii) if the Ignis Board considers, in good faith, after consultation with its financial adviser and external legal counsel, taking all financial, regulatory and other terms and conditions of the Competing Transaction (including the ability of the proposing party to consummate the Competing Transaction), that the Competing Transaction would, from a financial point of view, be more favourable to Ignis’ shareholders than the Offer, within one business day of such determination notify the Offeror and allow the Offeror a period of no less than three business days to advise the Ignis Board in writing that, subject to the public recommendation of the Ignis Board of the amended terms the Offeror is proposing, the Offeror is willing to amend the terms of the Offer and specifying the provisions of such amendment (an “Amended Proposal” ). The failure of the Ignis Board to take either of the actions specified in clauses (i) or (ii) above in this paragraph shall constitute a “Recommendation Change” .

If the Ignis Board, not having taken the action specified in clause (i) of the preceding paragraph, shall have taken the action specified in clause (ii) of the preceding paragraph, and within three business days of receipt from the Offeror of an Amended Proposal, fails to notify the Offeror in writing that the Ignis

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Board, after consultation with its financial adviser and external legal counsel, taking all financial, regulatory and other terms and conditions of the Amended Proposal (including the ability of the Offeror to consummate the Amended Proposal), that the Amended Proposal would, from a financial point of view, be at least as favourable as the Competing Transaction to Ignis’ shareholders and has therefore decided to recommend the Amended Proposal provided the Offeror publicly amends the terms of the Offer within three further business days to correspond to the terms of the Matching Offer, such failure of the Ignis Board to so notify the Offeror shall constitute a Recommendation Change.

If it is publicly announced that any person (other than pursuant to the Offer) has, since the date of the first public announcement of this Agreement, acquired Shares representing 5% or more of the total outstanding share capital and voting power of Ignis on a fully-diluted basis, the Offeror shall be entitled, within three business days, to require the Ignis Board to issue a public statement confirming that the Ignis Board is maintaining the Ignis Board Recommendation. If, within a further three business days, the Ignis Board fails to issue such public statement, its failure to do so shall constitute a Recommendation Change.

The Breakup fee shall be payable in cash within 10 business days following the receipt by Ignis of a written claim to that effect on the basis of an event that entitles the Offeror to receive the Breakup Fee.

8.3 Provision of Certain Information to the Offeror

In the event that the Offeror owns sufficient Impala shares to require the Offeror, in order to comply with United States generally accepted accounting principles and/or the accounting and disclosure rules of the U.S. Securities and Exchange Commission and/or NASDAQ (collectively, “U.S. Informational Rules” ), either (i) to treat Ignis as a consolidated subsidiary of the Offeror in the Offeror’s public financial statements and other public financial information, or (ii) to include financial information about Ignis in the Offeror’s public financial statements and other public information to reflect its equity investment in Ignis, whether or not the Offer is completed Ignis shall provide to the Offeror promptly upon request, all such information about Ignis as the Offeror and its outside auditors require, as well as all reasonable cooperation from Ignis and its auditors, in order for the Offeror to comply with U.S. Informational Rules whether or not such information required by the Offeror has already been made public by Ignis. The Offeror and Ignis agree to collaborate with a view to developing the process for implementing this provision in a manner that enables the Offeror to comply with US Informational Rules. The Offeror is aware that the performance by Ignis of its duties hereunder will be subject to compliance with Norwegian laws and further that certain information provided by Ignis may constitute inside information (as defined by the Norwegian Securities Trading Act 2007). If any information provided to the Offeror by Ignis is identified by Ignis as inside information, the Offeror will not include such information in any public filing or disclosure, unless disclosure of such information is required by U.S. Informational Rules and the Offeror shall have provided prior notice to Ignis of such disclosure.

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8.4 Notices

Notices under this Agreement shall be given in writing by personal delivery, recorded delivery mail, by facsimile transmission or via email, with a confirmation copy despatched by personal delivery or recorded delivery mail, and shall be effective when received. Notices shall be given as follows:

if to Ignis:

Ignis ASA
Drammensveien 126, 0277 Oslo, Norway
Telefax no: +47 67 83 00 01
Attn: Thomas Ramm
Chief Executive Officer
thomas.ramm@ignis.com

With a copy to :
Wiersholm Mellbye & Bech advokatfirma AS
P.O.Box 1400 Vika, N-0115 Oslo, Norway
Telefax no: 210 210 01
Attn: Sverre Sandvik
ss@wiersholm.no

if to the Offeror:

Finisar Corporation
200 Precision Road
Horsham, PA 19044
United States of America
Telefax no: +1 267.803.1687
Attn: Christopher E. Brown
Executive Vice President and General Counsel
Chris.Brown@finisar.com

With a copy to :
Advokatfirma DLA Piper Norway DA
P.O.Box 13 64 Vika, N-0114 Oslo, Norway
Telefax no: +47 24 13 15 01
Attn: Marius L. Andresen
marius.andresen@dlapiper.com

8.5 Modifications and amendments

This Agreement may be modified or amended only by written agreement of the parties.

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8.6 Entire Agreement, etc.

This Agreement and the documents attached hereto constitute the entire agreement between the parties. The provisions of this Agreement are binding upon and inure solely to the benefit of the parties hereto. The rights and obligations of the parties under this Agreement shall not be assignable.

8.7 Governing Law and Arbitration

This Agreement shall be governed by and construed in accordance with Norwegian law.

Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Norwegian Arbitration Act. The arbitration shall be held in Oslo and the arbitration proceedings shall be conducted in the English language. Except to the extent that either party may be required or deems it reasonably advisable, under applicable stock exchange laws or rules, to disclose the results of such arbitration, each of the parties agrees that any arbitration and arbitral awards shall be confidential and undertakes to sign a separate agreement to that effect if and when a dispute arises.

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12 (13)

This Agreement is executed in two (2) originals, one for each of the parties.

IGNIS ASA

FINISAR CORPORATION

on behalf of its board of directors

By:

/s/ Thomas Ramm

By:

/s/ Eitan Gertel

Name:

Thomas Ramm

Name:

Eitan Gertel

Title:

CEO

Title:

CEO



By:
	Name:
	Title:

13 (13)

Exhibit 10.1

CONTRACT NOTE

RELATING TO

SHARES IN IGNIS ASA

This Contract Note is made on this _________ day of March 2011.

The undersigned, __________________ (the “ Seller ”), being the lawful and registered owner of ____________ shares (the “ Shares ”) in Ignis ASA, a Norwegian public limited company with organisation no. _________________ and its registered office at ____________________ (the “ Company ”), whose shares are listed on the Oslo Stock Exchange under ticker IGNIS;

hereby transfers and assigns the ownership of and title to the Shares to:

Finisar Corporation, Delaware corporation number 3090879, 1389 Moffett Park Drive, Sunnyvale, CA 94089, United States of America (the “ Buyer ”);

and the Buyer hereby accepts the transfer of ownership of the Shares.

As consideration for the purchase of the Shares, the Buyer shall pay to the Seller an amount of NOK 8 per Share (the “ Purchase Price ”) for an aggregate purchase price of NOK ___________________ (the “ Total Purchase Price ”).

The Seller unconditionally and irrevocably authorizes the Buyer, acting through its financial adviser SEB Enskilda, to reduce the number of Shares and reduce the Total Purchase Price correspondingly.

The sale and assignment of the Shares by Seller to Buyer, and Buyer’s purchase of the Shares and obligation to pay the Total Purchase Price, shall take effect as of the signing of this Contract Note by Buyer and Seller.

In the event that, subsequent to the date of this contract note but not later than 30 March 2011 ^* , Buyer announces an offer for all of the outstanding shares of the Company, whether in the form of a voluntary offer or a mandatory offer under the Norwegian Securities Trading Act 2007 made necessary by the closing of the voluntary offer (the “ Buyer Offer ”), or any other entity makes an announced offer for all of the outstanding shares of the Company, whether in the form of a voluntary offer or a mandatory offer under the Norwegian Securities Trading Act 2007 (the “ Counter Offer ”), during the period in which the Buyer Offer is open, and, upon the completion of the Buyer Offer or any such offer by another entity, shares of Ignis ASA are transferred to the Buyer or other offeror against per share consideration with a higher value than the Purchase Price (the “ Higher Purchase Price ”), then the Buyer shall pay to the Seller an additional amount per Share equal to the difference between the Higher Purchase Price and the Purchase Price (the “ Top-Up ”).

In the case of a Counter Offer, the obligation to pay the Top-Up will only apply upon the person or entity making such offer becoming, on completion of the Counter Offer, the holder of more than 50.01


^*		Certain contract notes contain a different date.

1 (3)

per cent of all shares issued by the Company. The Top-Up shall become payable no later than 30 days following a written demand by the Seller. The demand by the Seller for the payment of the Top-Up must include documents or other evidence confirming the Higher Purchase Price and a calculation of the Top-Up.

As of the date hereof the Shares are deposited in the Seller’s VPS account No. _________________. The Seller hereby irrevocably instructs its settlement agent to transfer the Shares to a VPS account designated by the Buyer or its financial adviser SEB Enskilda AS.

This Contract Note shall be governed by the laws of Norway and the parties submit to the exclusive jurisdiction of the courts of Oslo, Norway in respect of any dispute arising in connection with this Contract Note.

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2 (3)

IN WITNESS WHEREOF the Seller and the Buyer have caused this Contract Note to be duly executed on the day and year first above written in two original copies:


For _________________ *	For Finisar Corporation:

	By:
		Name:
_________________		Title:


*		- Please attach a copy of a certificate of registration or other document showing who is authorised to sign (if applicable) and a copy of the identification document(s) of the person(s) who has (have) signed.

3 (3)

Exhibit 10.2

To:
Finisar Corporation
c/o Advokatfirma DLA Piper Norway
Att: Marius L. Andresen
Facsimile: +47 24 13 15 01

Via e-mail: marius.andresen@dlapiper.com

Pre-Acceptance in advance of an offer
to acquire shares in Ignis ASA (the “Company” or “Ignis”)

1		We own the number of shares in the Company set out below (together with shares in the Company which we acquire from the date hereof, the “ Shares ”).

2		Finisar Corporation (the “ Offeror ”) intends to make a voluntary offer (the “ Offer ”) to acquire all outstanding shares of the Company in accordance with chapter 6 of the Norwegian Securities Trading Act of 29 June 2007 no 75 (the “ Norwegian Securities Trading Act ” ) , at the price of NOK 8 per share (the “ Offer Price ”) payable in cash.

3		Completion of the Offer will be subject to the following closing conditions being satisfied, or, at the discretion of the Offeror, waived, no later than 31 October 2011 at 23:59 (CET):

	a)		Accuracy of Information . Nothing shall have come to the attention of the Offeror that has reasonably caused it to conclude in good faith that any of the information about Ignis or its subsidiaries obtained by the Offeror, whether provided to the Offeror by Ignis or any of its representatives or contained in any publicly available document bearing a date on or after January 1, 2010, is, on the last day of the offer period of the Offer, inaccurate or incomplete (a) in any material respect or (b) in the case of information regarding the capitalization of Ignis, other than for de minimis inaccuracies or omissions; and

	b)		Minimum Acceptance . A number of Shares which, together with the shares of Ignis held by the Offeror, represents more than 67% of the total outstanding share capital and voting power of Ignis on a fully diluted basis, shall have been validly tendered and not withdrawn at the end of the offer period of the Offer; and

	c)		No Withdrawal of Board Recommendation . The board of directors of Ignis (the “ Ignis Board ”) shall not have amended, without the Offeror’s consent, or withdrawn its recommendation that the Ignis shareholders accept the Offer (this condition applies to, but is not limited to, a “Recommendation Change” as defined in Clause 8.2 of the Transaction Agreement); and

	d)		No Material Adverse Change . No change, effect, development or event that is or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, or results of operations of Ignis and its subsidiaries, taken as a whole, shall have occurred; provided, however, that no such event or series of events resulting from or relating to any of the following shall be taken into account when determining whether such a change, effect, development or event has occurred: (i) changes that affect generally the industries in which Ignis or the Offeror operate to the extent that it does not to a material extent disproportionately affect Ignis and its subsidiaries relevant to its competitors, (ii) changes in relevant accounting standards, (iii) changes that affect generally the economy or the credit, debt, financial or capital markets, in each case in the United States, Norway or elsewhere in the world, including changes in interest or exchange rates to the extent that it does not to a material extent disproportionately affect

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			Ignis and its subsidiaries relative to its competitors, (iv) any decline or delay in customer purchases resulting from the announcement and pendency of the Offer, (v) earthquakes, hurricanes, tornados or other natural disasters to the extent that they do not to a material extent disproportionately affect Ignis and its subsidiaries, (vi) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of announcement of the Offer to the extent that they do not to a material extent disproportionately affect Ignis and its subsidiaries, and (vii) any decline in Ignis’ share price, change in trading volume or failure to meet publicly announced revenue or earnings projections (provided that the exclusion in this clause (vii) does not apply to any underlying event, violation, change, failure, inaccuracy, circumstance or other matter that may have caused such decline, change or failure) ( “Material Adverse Change” ); and

	e)		Consent from Business Partners . To the extent any material contract of Ignis or any of its subsidiaries contains clauses which give the other contracting party a right to terminate such material contract as a result of the completion of the Offer, the Offeror shall have received a consent or waiver (if appropriate) from such contracting party stating that the material contract will not be terminated or amended as a result of the completion of the Offer; and

	f)		Conduct of Business . Following the announcement of the Offer and until settlement of the Offer, (i) Ignis and each of its subsidiaries shall, other than with the prior written consent of the Offeror, (A) in all material respects have conducted its business in the ordinary course and in accordance with applicable laws, regulations and decisions of competent governmental and regulatory authorities, and (B) not have entered into any agreement providing for material acquisitions, dispositions or other transactions not in the ordinary course, and (ii) there shall not have been any changes in the share capital of Ignis or the issuance of rights which entitle the holder to demand new shares or similar securities, the payment of dividends or other distributions from Ignis or any of its subsidiaries, proposals to shareholders for merger or de-merger, or any other change of corporate; and

	g)		Approvals and Consents from Governmental Authorities . All material permits, consents, approvals and actions from competent governmental and regulatory authorities necessary for the completion of the Offer shall have been obtained either without conditions or upon conditions that are acceptable to the Offeror in its reasonable judgment; and

	h)		Absence of Litigation . After the announcement of the Offer, no material litigation shall have been initiated against Ignis or any of its subsidiaries by a governmental or regulatory body nor shall any such material litigation be threatened; provided, however, that such litigation shall only be relevant under Clause 1.2 (h) of the Transaction Agreement if such litigation is founded on a bona fide claim or basis and if adversely determined, whether pursuant to injunction, judgment, order, decree, ruling or charge, would reasonably be expected to result in a Material Adverse Change as set forth in Clause 1.2 (d) of the Transaction Agreement; and

	i)		Absence of Restraints . No court or other governmental or regulatory authority of competent jurisdiction shall have taken any form of legal action (whether temporary, preliminary or permanent) that is in effect and restrains or prohibits the consummation of the Offer or shall in connection with the Offer have imposed conditions upon the Offeror, Ignis or any of their respective subsidiaries which are not acceptable to the Offeror in its reasonable judgment; and

	j)		Compliance with Covenants . Ignis shall have complied in all material respects with the undertakings and covenants in Clause 3 and 4 of the Transaction Agreement.

	4		We hereby irrevocably undertake to accept the Offer on or prior to the last day of the offer period. This Pre-Acceptance also covers any and all shares in the Company we may further acquire prior to the completion of the Offer. The Shares will not be acquired by the Offeror unless the Offer is launched and completed.

	5		We undertake that during the term of this Pre-Acceptance we shall not, directly or indirectly, solicit, encourage, invite, seek or discuss alternative proposals from any corporation, entity or person for any competitive offer.

	6		Irrespective of this Pre-Acceptance, we shall be entitled to accept any competing voluntary or mandatory offer made during the period when the Offer is open for all shares in the Company at a higher per share value than the Offer Price, provided, however, that we may accept such competing offer only if the Offeror has not, within five (5) Oslo Stock Exchange trading days following the announcement through the Oslo Stock Exchange information system of the competing offer, improved the Offer Price to at least match the per share value for shares of the Company in the competing offer. If the Offeror increases the price per share in an amended or new offer, the Offeror is obliged to pay the increased price per share to the undersigned.

	7		We acknowledge and accept that the Offer will be subject to the above reservations and conditions and that the Offer will not be completed unless such conditions are either satisfied or waived by the Offeror.

	8		We undertake on or prior to the last day of the offer period as set out in the offer document prepared pursuant to chapter 6 of the Norwegian Securities Trading Act (the “ Offer Document ”) to timely return to you a duly completed and validly signed acceptance form as distributed with the Offer Document for all the Shares which are comprised by this Pre-Acceptance. Our acceptance of the Offer will lapse upon the withdrawal of the Offer or termination, in accordance with its terms, of the Transaction Agreement to be entered into between the Company and the Offeror providing for the Offeror to make the Offer.

	9		We agree not to dispose of, charge, pledge or in any other way encumber or grant any option or other right over or otherwise deal in the Shares subject to this Pre-Acceptance in favour of any third party for the duration of this Pre—Acceptance.

	10		We warrant that the Shares at completion of the Offer, and subject to the conditions set out in this Pre-Acceptance, will be transferred to the Offeror free and clear of any encumbrances, claims or other rights of third parties.

	11		We acknowledge and accept that the Offeror is required to and will notify Oslo Børs of the right it has acquired to purchase shares in the Company pursuant to this and similar pre-acceptances in accordance with section 4-2 of the Norwegian Securities Trading Act. We accept and agree that this Pre-Acceptance, including its terms and conditions and our name, will be made public in connection with the announcement of the Offer and in the Offer Document.

	12		We are aware that knowledge of the intended Offer and our Pre-Acceptance is confidential and price sensitive information and undertake to keep this information secret until the Offer has been made public by the Offeror, as further regulated in the Non-Disclosure Declaration we signed on __________ March 2011. We further acknowledge that the Offeror may be in the possession of material non-public information concerning the Company and have knowingly entered into this Pre-Acceptance after considering such possibility.

	13		This letter of Pre-Acceptance shall be governed by Norwegian law. We submit to the exclusive jurisdiction of the courts of Oslo, Norway in respect of any dispute arising in connection with this letter of Pre-Acceptance.


Name of shareholder:


Represented by:


VPS account No:


No. of Ignis ASA shares:


Place/date:


Authorised signature ^* :


*		— Please attach a copy of a certificate of registration or other document showing who is authorised to sign this Pre-Acceptance Letter (if applicable) and a copy of the identification document(s) of the person(s) who has (have) signed the Pre-Acceptance Letter.