MURRAY HILL, N.J., Feb. 8 -- Lucent Technologies' Microelectronics Group has agreed to acquire Alhambra, Calif.-based Ortel Corp., a developer of photonic components for cable TV networks. The merger agreement calls for each share of Ortel to be converted into 3.135 shares of Lucent. The acquisition is valued at approximately $2.95 billion, or $177.125 per Ortel share on a fully diluted basis, based on Lucent's Feb. 4 closing stock price of $57. This acquisition marries our communications optoelectronics leadership with Ortel's expertise in optoelectronics for cable TV and positions us to support the converging needs of these markets, said John Dickson, executive vice president and CEO of Lucent's Microelectronics and Communications Technologies unit. We expect the injection of Ortel's wealth of talent and technology to further fuel the momentum of our fast-growing optoelectronics business.