Cisco Systems, Inc. (NasdaqGS:CSCO) entered into a definitive agreement to acquire Acacia Communications, Inc. (NasdaqGS:ACIA) for $3 billion on July 8, 2019. Under the terms of the agreement, Cisco has agreed to acquire Acacia for $70 per share in cash. Each Acacia stock option that is outstanding, vested or unvested and unexercised immediately prior to the effective time will be canceled and converted into the right to receive in cash the excess, if any, of the merger consideration over the exercise price per share of such stock option. Each Acacia restricted stock unit (“RSU”) and performance-based restricted stock unit (“PSU”) that is outstanding and vested and has not been settled immediately prior to the effective time will be canceled and converted into the right to receive the merger consideration and each RSU and PSU that is outstanding and unvested immediately prior to the effective time will be canceled and converted into the right to receive the merger consideration. Prior to the completion of the transaction, Cisco and Acacia will continue to operate as separate companies. Post transaction, Acacia Communications will operate as a wholly owned subsidiary of Cisco Systems. If the merger agreement is terminated, Acacia will be required to pay Cisco a termination fee of $120 million. Cisco would be required to make a payment to Acacia for $120 million if the merger agreement is terminated for the failure to obtain required regulatory approvals when all other conditions to closing have been satisfied.

Upon completion of the transaction, Chief Executive Officer Raj Shanmugaraj and Acacia employees will join Cisco's Optical Systems and Optics business within the Networking and Security business under David Goeckeler. The deal is subject to customary closing conditions and regulatory review. The completion is subject to customary closing conditions, including adoption of the merger agreement by Acacia's stockholders, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and obtaining certain foreign antitrust approvals, including in China, Austria, and Germany. The transaction is also subject to absence of governmental injunctions or other legal restraints prohibiting the merger or imposing certain antitrust restraints and the absence of a “material adverse effect,” as defined in the merger agreement. Cisco's obligations under the merger agreement are not subject to any financing condition. As per the amended definitive agreement on January 14, 2021 the transaction is subject to closing conditions, including Acacia stockholder approval. The Board of Directors of Cisco and Acacia have approved the acquisition. Acacia's Board of Directors has unanimously approved the merger and the merger agreement and recommended that stockholders adopt the merger agreement and Acacia has agreed to hold a stockholders' meeting to submit the merger agreement to its stockholders for their consideration. As of September 6, 2019, shareholders of Acacia Communications approved the transaction. As of September 26, 2019, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired. The transaction has also received regulatory clearance from the Austrian Federal Competition Authority. As of November 11, 2019, Acacia Communications received regulatory clearance from the German Federal Cartel Office with respect to the transaction. As of July 22, 2020, Cisco and Acacia have remained actively engaged with State Administration for Market Regulation of the People's Republic of China (SAMR) and expect to receive regulatory clearance, which represents the only remaining closing condition. As of September 22, 2020, Federal Trade Commission has provided early termination of the waiting period under the Hart-Scott-Rodino for the transaction. As of January 19, 2021, the transaction was approved by the State Administration for Market Regulation (SAMR) on a condition that Acacia and Cisco would ensure fair competition. As of January 20, 2021, Cisco Systems has won permission from Chinese regulators to go ahead with its planned purchase of Acacia Communications. Cisco won conditional approval from China's antitrust authority, with some conditions. The acquisition is expected to close during the second half of Cisco's fiscal year 2020. As of May 18, 2020, the transaction is expected to close in the fourth quarter of Cisco's fiscal 2020 which ends on July 25, 2020. As of January 8, 2020, Acacia has elected to terminate the merger agreement with Cisco Systems, Inc., effective immediately. As per amended definitive merger agreement on January 14, 2021, Cisco agreed to acquire Acacia for $115 per share in cash or for $5 billion. As per amended agreement, Cisco and Acacia expect to complete the acquisition by the end of the first calendar quarter of 2021.

Michal Katz and EJ Molenaar of RBC Capital Markets acted as financial advisor to Cisco. Computershare Trust Company, N.A acted as exchange agent, Douglas N. Cogen, Ken S. Myers, Gerald Audant, Nancy Chen, Stephen Gillespie, Stuart Meyer, Chris Joslyn, Karen vom Hagen, Mark Ostrau and Adam Halpern of Fenwick & West LLP acted as legal advisors for Cisco. Andrew Bonnes, Jay E. Bothwick, Douglas L. Burton, Leon B. Greenfield, Mark Borden, Jeff P. Johnson, Barry J. Hurewitz, Amy A. Null, Glenn R. Pollner, Lester Ross, Kimberly B. Wethly, Ciara R. M. Baker, Jonathan Wolfman, Laura E. Schneider, Julie Hogan Rodgers, Tingting Liu, Sarah K. Sellers, Jeffries L. Oliver-Li, Jason Kropp, Heidi B. Treiber and Judd Abramson of Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisors for Acacia Communications, Inc. and Kurt Simon, Jason Rowe, Ryan Limaye and Daniel Krinsky of Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to the Board of Acacia Communications, Inc. Morgan Stanley acted as fairness opinion provider to Cisco. The Proxy Advisory Group, LLC acted as information agent to Acacia and will receive a fee of $0.02 million for services. Acacia agreed to pay Goldman Sachs & Co. LLC a fee of $33.6 million, $3 million of which became payable upon the presentation by Goldman Sachs to the Board of Directors of the final results of the study Goldman Sachs undertook to determine whether it was able to render a fairness opinion, and the remainder of which is contingent upon the consummation of the merger. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as the legal advisor to Goldman Sachs & Co., the financial advisor in the transaction.

Cisco Systems, Inc. (NasdaqGS:CSCO) completed the acquisition of Acacia Communications, Inc. (NasdaqGS:ACIA) on March 1, 2021. Acacia employees join Cisco's Optics business as part of the Mass-Scale Infrastructure Group.