SAN FRANCISCO, July 2 -- BEI Technologies Inc. and OpticNet Inc. announced yesterday that they have signed a definitive acquisition agreement. The transaction has been structured as a two-step acquisition comprised of a cash tender offer by BEI for all of the outstanding OpticNet common stock at $0.04 per share, followed by a cash merger in which BEI would acquire any remaining outstanding OpticNet common stock, also at $0.04 per share. After the second-step merger, OpticNet would become a wholly owned subsidiary of BEI. OpticNet was originally formed to develop silicon microelectromechanical structures for use in fiber optic switches and other broadband telecom components; the company was spun out of BEI in October 2000. In light of continuing weakness in the optical networking industry, OpticNet said, its board concluded that "the transaction with BEI is the best opportunity to realize liquidity for OpticNet's stock in this troubled market." BEI Technologies makes electronic sensors, motors, actuators and motion control products used for factory and office automation, medical equipment, military, aviation and space systems. The company's micromachined quartz yaw and roll rate sensors are being used in advanced vehicle stability control systems. BEI also manufactures electronic steering wheel position sensors, seat-memory modules, throttle position and pressure sensors and other devices used in automotive systems. "BEI believes the acquisition of OpticNet will benefit the research, development and production capabilities of the company in the field of advanced silicon sensors," said Asad M. Madni, president and COO. The boards of BEI and OpticNet have unanimously approved the transaction, and OpticNet's board has voted to recommend the tender offer and the merger to its stockholders. Either party may terminate the agreement if OpticNet's shares have not been accepted by BEI for payment by Sept. 27. For more information, visit: www.bei-tech.com