CHICAGO, July 3 -- Stratos Lightwave Inc., a supplier of optical subsystems and optical components, announced yesterday it has entered into a definitive agreement to acquire Sterling Holding Co., a private company based in Mesa, Ariz., that designs and manufactures radio frequency (RF) and microwave interconnect products via its two operating units, Trompeter Electronics and Semflex. Stratos has agreed to acquire Sterling Holding as a wholly owned subsidiary. Sterling shareholders will receive approximately 6.1 million shares of Stratos common stock and 50,000 shares of a Series B participating preferred stock. The preferred has a face value of $5.0 million and a contingent value of up to $11.25 million based on performance of Stratos' share price. The transaction is expected to close in Stratos' third fiscal quarter 2004 and is intended to qualify as a tax-free reorganization. The acquisition is subject to approval by both Stratos' and Sterling's shareholders and other customary conditions. Sterling's directors and a majority of its key shareholders, including Citicorp Venture Capital, have agreed to vote in favor of the transaction, the company said. Citicorp Venture Capital will own approximately 27 percent of the combined company. Stratos will expand its board of directors to nine members, including four members from Stratos Lightwave's board, four members of Sterling's board and an additional director to be chosen by Sterling. Jim McGinley will remain CEO of Stratos at its Chicago headquarters. CIBC World Markets acted as financial advisor to Stratos Lightwave. McGinley said, "We expect the combination of Stratos and Sterling to allow the combined company to aggregate its core optical and RF capabilities to better serve both companies' existing customers and expand their presence in new markets with new customers. Growth in broadband connections in the DSL, cable modem, enterprise and military markets is driving greater bandwidth demand in optical and electronic network segments. With the addition of Sterling, Stratos is better positioned to serve the needs of these customers now and in the future." For more information, visit: www.stratoslightwave.com