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MRV Communications, Inc. Index
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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20415 NORDHOFF STREET
CHATSWORTH, CALIFORNIA 91311

Dear Stockholders:

        You are cordially invited to attend a Special Meeting of Stockholders of MRV Communications, Inc. (the "Company" or "MRV") to be held at the offices of Norton Rose Fulbright US LLP, located at 666 Fifth Avenue, New York, New York 10103, on Tuesday, December 1, 2015, at 10:00 a.m., EST.

        Detailed information concerning the proposals for your consideration is set forth in the attached Notice of Special Meeting of Stockholders and Proxy Statement.

        The attached Notice of Meeting and the accompanying Proxy Statement set forth proposals for your consideration at the Special Meeting. You are being asked to (1) approve the sale of Tecnonet S.p.A. and the related Shares Sale and Purchase Agreement attached hereto as Annex A (the "shares purchase agreement"), and (2) act upon such other matters as may properly come before the Special Meeting.

        We look forward to greeting personally those of you who are able to be present at the meeting. However, whether or not you are able to be with us at the meeting, it is important that your shares be represented. Accordingly, you are requested to submit your proxy at your earliest convenience. Please either submit your proxy by telephone or Internet, or by mail, by promptly signing and returning your proxy card in the return envelope. Please review the instructions on each of your voting options described in the proxy statement.

        Thank you for your cooperation.

KENNETH H. TRAUB Chairman of the Board of Directors		MARK J. BONNEY President and Chief Executive Officer

October 29, 2015

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20415 NORDHOFF STREET
CHATSWORTH, CALIFORNIA 91311

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholders:

        A Special Meeting of Stockholders (the "Special Meeting") of MRV Communications, Inc. (the "Company" or "MRV") will be held at the offices of Norton Rose Fulbright US LLP, located at 666 Fifth Avenue, New York, New York 10103, on Tuesday, December 1, 2015, at 10:00 a.m., EST, to:

APPROVE THE SALE OF TECNONET S.P.A., AND THE RELATED
SHARES PURCHASE AGREEMENT;

ACT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE SPECIAL MEETING.

        All stockholders of record at the close of business on October 19, 2015 are entitled to vote at the Special Meeting.

        Your vote is important. Whether or not you attend the Special Meeting, it is important that your shares be represented and voted. If you are a stockholder of record, you may vote in person at the Special Meeting even if you have previously returned a proxy card. We will give you a ballot when you arrive. If you do not wish to vote in person or if you will not be attending the Special Meeting, you may submit your proxy. To ensure your shares are voted, you may submit your proxy via the Internet or by telephone, or if you have requested or otherwise received or obtained a printed copy of the proxy materials from us by mail, by completing, signing and promptly returning the enclosed proxy card by mail or following the enclosed instructions to submit your proxy by telephone or the Internet. Procedures for submitting your proxy via the Internet and telephone are described in the General Information section beginning on page 1 of the proxy statement and on the proxy card. For shares held through a bank, broker or other nominee, you must follow the voting instructions provided by your bank, broker or other nominee.

By order of the Board of Directors,

KENNETH H. TRAUB Chairman of the Board of Directors		MARK J. BONNEY President and Chief Executive Officer

October 29, 2015

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PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Why am I being provided with these materials?

        MRV Communications, Inc. (the "Company" or "MRV") has mailed these proxy materials to you in connection with the solicitation by the board of directors of the Company (the "Board of Directors") of proxies to be voted at a Special Meeting of Stockholders to be held on December 1, 2015 (the "Special Meeting"), and at any postponements or adjournments of the Special Meeting. Directors, officers and other Company employees also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. If at the close of business on October 19, 2015 you were a stockholder of record or held shares through a bank, broker or other nominee as of that date and you obtain a proxy from your bank, broker or other nominee, you are invited to attend the Special Meeting and vote your shares in person.

Who is entitled to vote at the Special Meeting?

        Only stockholders of record at the close of business on October 19, 2015, the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting, which is referred to as the "Record Date," are entitled to receive notice of, and to vote at, the Special Meeting. If you were a stockholder of record on the Record Date, you will be entitled to vote all of the shares that you held on that date at the Special Meeting. You will be entitled to one vote for each outstanding share of our common stock (the "Common Stock") you own as of the Record Date. As of the Record Date, there were 6,979,393 shares of Common Stock outstanding and eligible to vote.

What is the difference between a stockholder of record and a beneficial owner of shares held in "street name"?

        Stockholder of record.     If your shares are registered directly in your name with American Stock Transfer and Trust Company, our transfer agent, you are considered the stockholder of record with respect to those shares, and we will send you the proxy materials, including a proxy card, directly.

        Beneficial owner of shares held in street name.     If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in "street name," and the proxy materials will be forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Follow the instructions of your brokerage firm, bank, broker-dealer or similar organization to receive a vote instruction form.

If I am a stockholder of record, how do I vote?

        There are four ways to vote:

•

In person.  You may vote in person at the Special Meeting. We will give you a ballot when you arrive.



•

Via the Internet.  You may submit your proxy via the Internet by following the instructions found on the proxy card.

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•

By Telephone.  You may submit your proxy by calling the toll-free number found on the proxy card.



•

By Mail.  You may submit your proxy by filling out the proxy card and sending it back in the envelope provided.

        Internet and telephone facilities will close at 11:59 p.m., EST, November 30, 2015 for the submission of proxies by stockholders of record. Mailed proxy cards or voting instruction forms should be returned in the envelope provided to you with your proxy card or voting instruction form, not later than 10:00 a.m., EST, on December 1, 2015.

If I am a beneficial owner of shares held in street name, how do I vote?

        Please refer to the instructions provided by your bank, broker or nominee. Mailed proxy cards or voting instruction forms should be returned in the envelope provided to you with your proxy card or voting instruction form as directed by your brokerage firm, bank, broker-dealer or similar organization for the voting of shares held in street name.

Who can attend the Special Meeting?

        All stockholders as of the Record Date, or their duly appointed proxies, may attend the Special Meeting. Registration and seating will begin at 9:30 a.m., Eastern Standard Time. If you attend, please note that you will be asked to present valid photo identification, such as a driver's license or passport. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices are not permitted at the Special Meeting.

        Please also note that if you hold your shares in street name, you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the Record Date and check in at the registration desk at the Special Meeting.

        Please let us know if you plan to attend the Special Meeting by marking the appropriate box on the proxy card or, if you submit your proxy by telephone or Internet, indicating your plans when prompted. Whether or not you expect to attend, we urge you to vote your shares in favor of the approval of the sale of Tecnonet.

How many shares must be present or represented to conduct business at the Special Meeting?

        The presence at the Special Meeting, in person or by proxy, of the holders of a majority in voting power of the issued and outstanding shares of Common Stock outstanding on the Record Date constitutes a quorum, permitting the conduct of business at the Special Meeting. Accordingly, your vote is very important to us, no matter how many or how few shares you own. Whether or not you plan to attend the meeting in person, your shares should be represented and voted.

What vote is required to approve each item?

        For approval of the Tecnonet sale and the related Shares Sale and Purchase Agreement attached hereto as Annex A (the "shares purchase agreement"), an affirmative vote of the holders of a majority in voting power of the shares of Common Stock outstanding and entitled to vote thereon will be required for approval. A properly executed proxy marked "ABSTAIN" with respect to this proposal will have the effect of a negative vote.

How are votes counted?

        Votes will be counted by the inspector of election appointed for the meeting, who will separately count "FOR" and "AGAINST" votes, abstentions and broker non-votes with respect to the proposal to

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approve the sale of Tecnonet S.p.A., and the related shares purchase agreement. A "broker non-vote" occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions. Broker non-votes will have the effect of a negative vote.

        If your shares are held by your broker, bank or other agent as your nominee, you will need to obtain a proxy form or voting instructions from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other agent to vote your shares. If you do not give instructions to your broker, they can vote your shares with respect to "discretionary" items, but not with respect to "non-discretionary" items. On non-discretionary items for which you do not give instructions to your broker, bank or other agent, your shares will be treated as broker non-votes. The approval of the Tecnonet sale and the related shares purchase agreement is considered a non-discretionary item. Accordingly, if you are a street name holder and have not given instructions to your broker or other agent, your shares will be treated as broker non-votes and will not be voted with respect to any of these matters.

Can I change my vote after I return my proxy card?

        Yes.    You can revoke your proxy at any time before the applicable vote at the Special Meeting. If you are a stockholder of record, you may revoke your proxy in one of three ways:

•

you may submit another properly executed proxy by telephone, by Internet, or by signing, dating and returning a later-dated proxy card;



•

you may deliver a notice of revocation to our Secretary at the address shown at the beginning of this proxy statement; or



•

you may attend the Special Meeting and vote in person (however, simply attending the Special Meeting will not, by itself, revoke your proxy).

        For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares, by attending the Special Meeting and voting in person (however, simply attending the Special Meeting will not, by itself, change your vote).

What are the Board of Directors' recommendations?

        The Board of Directors recommends a vote "FOR" the approval of the Tecnonet sale and the related shares purchase agreement. Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors.

Will stockholders be asked to vote on any other matters?

        To the knowledge of the Company and its management, stockholders will vote only on the matters described in this proxy statement. However, if any other matters properly come before the Special Meeting, the persons named as proxies for stockholders will vote on those matters in the manner they consider appropriate.

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Who can help answer any other questions I may have regarding the Special Meeting?

        If you have additional questions about the Special Meeting, need assistance in submitting your proxy to vote your shares of Common Stock, or need additional copies of proxy materials or a proxy card, please contact Okapi Partners LLC, MRVC's proxy solicitor:

437 Madison Avenue, 28^th Floor
New York, New York 10022
Banks and Brokerage Firms, Please Call: (212) 297-0720
Stockholders and All Others, Call Toll Free: (877) 285-5990
Email: info@okapipartners.com

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SUMMARY TERM SHEET WITH RESPECT TO PROPOSED TECNONET SALE

        This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To understand the sale fully, you should read carefully this entire proxy statement and the documents to which we refer. The shares purchase agreement is attached as Annex A to this proxy statement and is incorporated herein by reference. We encourage you to read the shares purchase agreement, as it is the most important legal document that governs the sale. For a more detailed description of the sale, please refer to "Proposal: Approval of the Sale of Tecnonet and the Shares Purchase Agreement" beginning on page 11.

The Sale

        The shares purchase agreement provides that, subject to the terms and conditions set forth therein, Maticmind S.p.A., an Italian company ("Maticmind"), will purchase from the Company all of the Company's shares of Tecnonet S.p.A., an Italian company ("Tecnonet"), free and clear of any pledges or liens. Tecnonet provides stand-alone network integration services in the Italian market. The purchase price to be paid to the Company will be €15.6 million ($17.7 million) in cash, subject to specified adjustments after the closing based on Tecnonet's net financial position as of the closing date. Additionally, prior to closing, it is anticipated that Tecnonet will refinance its loan payable to the Company with external debt and repay the loan to the Company, with the Tecnonet debt effectively assumed by Maticmind following the closing. Therefore, the total cash to be received by the Company on or before closing is approximately €19.6 million ($22.3 million).

The Shares Purchase Agreement

        The shares purchase agreement is attached as Annex A to this proxy statement. You should read this agreement in its entirety. It is the most important legal document governing the sale.

Company's Reasons for the Sale

        After careful consideration, the Board of Directors approved the shares purchase agreement. The Board recommends the Company stockholders vote FOR the approval of the shares purchase agreement and the approval of the sale of Tecnonet.

        In reaching its decision to approve the shares purchase agreement and to recommend that Company stockholders vote to approve the shares purchase agreement and approve the sale of Tecnonet, the Board of Directors consulted with the Company's management and the Company's financial and legal advisors and considered a number of strategic, financial and other considerations referred to under "Proposal: Approval of the Sale of Tecnonet and the Shares Purchase Agreement—Company's Reasons for the Sale" on page 14.

Opinion of Stout Risius Ross, Inc.

        On August 7, 2015, Stout Risius Ross, Inc. ("SRR") rendered an oral opinion to our Board of Directors (which was confirmed in writing by delivery of SRR's written opinion dated August 7, 2015), as to the fairness, from a financial point of view, of the consideration to be received by the Company pursuant to the Tecnonet sale, as of August 7, 2015 and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by SRR in preparing its opinion.

        SRR's opinion was directed to our Board of Directors and only addressed the fairness, from a financial point of view, of the consideration to be received by the Company pursuant to the Tecnonet sale and does not address any other aspect or implication of the Tecnonet sale. The summary of SRR's opinion in this proxy statement is qualified in its entirety by reference to the full text of its written

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opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by SRR in preparing its opinion. We encourage our stockholders to carefully read the full text of SRR's written opinion. However, neither SRR's opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute advice or a recommendation to our Board of Directors or any stockholder as to how to act or vote with respect to the Tecnonet sale or related matters. See "Proposal: Approval of the Sale of Tecnonet and the Shares Purchase Agreement—Opinion of Stout Risius Ross, Inc."

Conditions to Completion of the Sale

        The sale is conditioned upon the satisfaction of the following conditions which need to be fulfilled on or before the closing date:

•

the Company shall have obtained the stockholder approval solicited by this proxy statement;



•

the parties shall have performed in all material respects all obligations required to be performed by them under the shares purchase agreement;



•

the representations and warranties of the parties must be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) as of the closing date; and



•

from the date of the shares purchase agreement, there shall not have occurred any material adverse effect relating to Tecnonet as specified in the shares purchase agreement.

        Each party is entitled to waive the other party's failure to satisfy the closing condition requiring that the other party's representations and warranties under the shares purchase agreement are true and correct or that the other party has performed its obligations under the shares purchase agreement. The condition that there shall have been no material adverse effect relating to Tecnonet may only be waived by Maticmind.

Termination

        The shares purchase agreement may be terminated prior to the closing:

•

by mutual written agreement of the parties;



•

by either party after satisfying specified notice and cure obligations in the event that (a) a material breach by the other party of its covenants contained in the shares purchase agreement occurs, or (b) the terminating party notifies the other party that the satisfaction of any condition to the terminating party's obligations under the shares purchase agreement becomes impossible or impracticable to be satisfied and such impossibility or impracticability is not caused by a breach by the terminating party;



•

by either party after the Special Meeting has been held (and not further adjourned) and the stockholder approval solicited by this proxy statement has not been obtained;



•

by either party upon notification to the non-terminating party by the terminating party if the closing has not occurred on or before November 30, 2015 and such failure to close is not caused by a breach by the terminating party; provided that such date will be automatically postponed to December 31, 2015 if the Company has filed this proxy statement in definitive form with the SEC by November 30, 2015; and



•

by the Company in order to enter into a definitive acquisition agreement in connection with a superior acquisition proposal.

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Termination Fee

        If the shares purchase agreement is terminated by either party as a result of the rejection of the acquisition by the Company's stockholders at the Special Meeting or by the Company in order to enter into a definitive acquisition agreement in connection with a superior acquisition proposal, the Company will promptly pay to Maticmind a termination fee of €250,000 ($282,180) if such termination occurs before November 30, 2015, or a termination fee of €350,000 ($396,450) if such termination occurs after November 30, 2015, in either case as non-accountable reimbursement for a portion of Maticmind acquisition expenses.

Indemnification

        The shares purchase agreement provides that the Company is required to indemnify Maticmind against any damages and losses, fines, penalties, deficiencies and expenses (other than indirect, consequential, incidental or punitive damages) arising from the breach by the Company of any of its representations and warranties under the shares purchase agreement or the breach by the Company of any of its other obligations under the shares purchase agreement. Maticmind's ability to make indemnification claims for breaches of representations and warranties generally survives the closing until the second anniversary of the closing date; provided, however, that indemnification claims relating to breaches of representations and warranties regarding authorization, capitalization and share ownership, tax matters and certain criminal matters survive the closing until the expiration of the applicable statute of limitations for such claim. Maticmind's ability to make indemnification claims for breaches of covenants or other obligations under the shares purchase agreement survive the closing until first anniversary of the last date on which such covenant or obligations is to be performed or, if no such date is specified, until the third anniversary of the closing date. Maticmind's rights to indemnification under the shares purchase agreement are subject to a €10,000 ($11,330) deductible, a threshold equal to one percent of the aggregate purchase price and a cap equal to 20% of the aggregate purchase price.

        Under the shares purchase agreement, in the event that any Tecnonet credit receivables payable from Vitrociset S.p.A. for an amount as of the date of the shares purchase agreement equal to the outstanding consideration provided under the relevant contract with Vitrociset has not been fully paid and discharged within three months after the closing date, the Company will be obligated to purchase from Tecnonet all such receivables then still outstanding, for a price equal to their nominal value.

Regulatory Approvals

        The Company is not aware of any material governmental or regulatory approval required for the Tecnonet sale other than approval of the Company's stockholders.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        The discussion in this proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and may qualify for the safe harbor provided for in Section 21E of the Exchange Act. Forward-looking statements are statements other than statements of historical fact and may be identified by use of such terms as "expects," "anticipates," "intends," "potential," "estimates," "believes," "may," "should," "could," "will," "would," and words of similar import. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected. In addition, the statements in this proxy statement may involve certain risks, uncertainties and assumptions, the likelihood of which are difficult to assess and may not occur. Some factors, risks and uncertainties that could cause actual results to differ include:

•

the ability of each business segment and subsidiary to make the expected progress in its respective market;



•

management's long-term strategy may not achieve the expected results;



•

delayed lead times in receiving components and delayed delivery times to customers due to short-term capacity constraints;



•

potential changes in relationships with MRV's customers and suppliers and their financial condition;



•

MRV's success in developing, introducing and shipping product enhancements and new products;



•

competition in our market segments, market acceptance of new products and our ability to succeed in entering new markets;



•

continued market acceptance of existing products and continued success in selling the products of other companies;



•

product price discounts and general pricing pressure in certain of our markets;



•

the timing and amount of significant orders from customers;



•

obsolete inventory or product returns;



•

warranty and other claims on products;



•

the continued ability of MRV to protect its intellectual property rights and avoid onerous licensing fees;



•

changes in product mix;



•

maturing product life cycles;



•

implementation of operating cost structures that align with revenue growth;



•

political instability in areas of the world in which MRV operates or sells its products and services;



•

currency fluctuations, changes in accounting rules and general economic conditions;



•

changes in such conditions specific to our market segments;



•

maintenance of our inventory and production backlog;



•

supply constraints directly or indirectly caused by natural disasters;



•

litigation, such as product liability, commercial, intellectual property, customer, employment or securities related claims;

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the effects that MRV's strategic direction might have on MRV's business, employees, customers and other constituencies;



•

with respect to the proposed sale of Tecnonet, conditions to the purchasers' obligations to complete the transactions;



•

risk of material adverse change for Tecnonet;



•

risks related to indemnification obligations under the shares purchase agreement; and



•

with respect to any future use of proceeds that could be declared as a dividend by MRV, competing alternative needs for cash, including investing in its core business or to cover contingent liabilities of MRV.

        In light of the risks and uncertainties inherent whenever matters or events expected to occur or not occur in the future are discussed, there can be no assurance that the forward-looking information contained in this proxy statement will in fact transpire or prove to be accurate. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on our behalf are expressly qualified in their entirety by this introduction. In light of the risks and uncertainties in all such projected operational matters, the inclusion of forward-looking statements in this proxy statement should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved or that any of the Company's operating expectations will be realized. Readers should not place undue reliance on forward-looking statements, which reflect management's view only as of the date of this proxy statement. Except as required by law, the Company undertakes no obligation to amend this proxy statement or revise publicly these forward-looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the SEC and the cautionary statements contained in our press releases when we provide forward-looking information.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of Common Stock by 5% Beneficial Owners

        The following table sets forth information with respect to each holder known to MRV to be the beneficial owner of 5% or more of the outstanding shares of the Company's Common Stock as of October 19, 2015.

Beneficial Ownership of Common Stock by Directors and Executive Officers and Adoption of Stock Ownership Guidelines

        We encourage our directors, officers and employees to own our Common Stock, as we believe that owning Common Stock aligns their interest with the interests of our stockholders. To emphasize this point, the Board of Directors implemented stock ownership guidelines in November 2011 for its directors and officers. The guidelines require directors to hold equity in MRV with a value equal to three times their annual cash retainer prior to being able to sell shares issued upon exercise of stock options, restricted shares or other equity grants received after the date of implementation of the policy. Our Chief Executive Officer must hold equity in MRV with a value equal to five times his annual base salary, executive vice presidents and above (including the Chief Financial Officer and presidents of our divisions) are required to hold three times their annual base salaries, and senior vice presidents and vice presidents are required to hold equity with a value equal to two times their annual base salaries, prior to being able to sell shares issued upon exercise of stock options, restricted shares or other equity grants received after the date of implementation of the policy. After directors and officers obtain the threshold stock ownership amounts, they may sell up to 40% of their shares issued upon exercise of stock options, restricted shares and other equity grants received after the date of implementation of the policy, subject to the Company's Insider Trading Policy. The policy includes a hardship provision for limited circumstances.

        The following table summarizes the number of shares of Common Stock beneficially owned by our Named Executive Officers, by our directors and by our directors and executive officers as a group as of

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October 19, 2015. This table is based on information provided by our officers and directors and our corporate records.

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PROPOSAL: APPROVAL OF THE SALE OF TECNONET
AND THE SHARES PURCHASE AGREEMENT

General

        The Company, a global provider of packet and optical networking solutions, negotiated a shares purchase agreement with Maticmind, whereby Maticmind will purchase from the Company all of the Company's shares of Tecnonet, free and clear of any pledges or liens. Maticmind is based in Milan, Italy, and is a provider of ICT and system integration solutions. Tecnonet provides stand-alone network integration services in the Italian market. The shares purchase agreement is attached as Annex A to this proxy statement and is incorporated herein by reference. To understand the sale fully, you should carefully read this entire proxy statement and the shares purchase agreements, as they are the most important legal documents that govern the sale.

        The parties to the proposed sale of Tecnonet are:

Maticmind S.p.A.
Via B. Croce
Vimodrone (MI)
20090
Tel: +39 02 274261

MRV Communications, Inc.
20415 Nordhoff Street
Chatsworth, CA 91311
Tel: (818) 773-0900

Background of the Sale

        Historically, from time to time, our Board of Directors has reviewed the Company's various business units and the Company as a whole and assessed, among other things, the performance, prospects and strategic direction of those units and the Company as a whole.

        The proposed sale of Tecnonet to Maticmind that is the subject of this proxy is the result of a sale process initiated by the Company in May 2015 to sell Tecnonet to a third-party, described below under the heading "The Maticmind Transaction." The first attempt to sell Tecnonet was pursuant to a sale process that was initiated by the Company in 2012 and abandoned in March 2013.

First Attempt to Sell Tecnonet

        In a current report on Form 8-K filed in August 2012, the Company announced that it was exploring strategic alternatives with respect to the Tecnonet business. The Company engaged Headwaters BD, LLC, together with its Italian partner, as financial advisors (the "Prior Advisors").

        Working with the Prior Advisors, the Company conducted a broad auction process that included strategic buyers and financial buyers. In connection with the process, the Company received two non-binding indications of interest that the Company believed were credible and warranted further discussions. The Company entered into a non-binding letter of intent in January 2013 with one party representing total consideration to the Company of approximately $12.5 million. During the course of subsequent discussions between representatives of the Company and that bidder, the bidder indicated that it was unwilling to pay any additional consideration in respect of working capital above a minimum amount to be negotiated, notwithstanding language to that effect in the non-binding letter of intent. Furthermore, the non-binding letter of intent also indicated that it was subject to the receipt of necessary financing to conclude a sale. Although the Company requested evidence that such financing was readily available, the Company never received such support. Ultimately, the Company and the

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bidder were unable to negotiate a transaction that the Board believed was credible and represented fair value for Tecnonet, and discussions with that bidder were terminated in March 2013. As a result of market conditions, the failed negotiations with that bidder and the lack of any other proposals that the Company viewed as credible and representing fair value, the Board determined that is was in the best interest of the Company to abandon the Tecnonet sale process and continue to own and operate Tecnonet. A public announcement to that effect followed shortly thereafter. The Company terminated its agreement with the Prior Advisors following the abandonment of the sale process.

The Sale Process

        In May 2015, the Board of Directors of the Company determined that as a result of significant progress in the Company's Network Equipment business, as well as other factors, that it was an appropriate time to initiate efforts to sell Tecnonet. The Company announced this intent in its first quarter earnings release on May 7, 2015. The Company immediately began the sale process and contacted both strategic and financial buyers that had expressed interest in acquiring the business. The Company entered into confidentiality agreements and provided initial Tecnonet business and financial information to six potential acquiring companies. Shortly thereafter, the Company provided detailed bid letters and instructions to the companies and received one written indication of interest.

The Maticmind Transaction

        In June 2014, Mr. Luciano Zamuner, the chief executive officer of Maticmind, communicated with David Stehlin, the Company's former chief executive officer, regarding the Company's interest in possibly selling the Tecnonet business to Maticmind. Maticmind was one of the original parties that had submitted a non-binding proposal to the Company during the first sale process, but that proposal was deemed inferior by the Company and was not pursued.

        In October 2014, Mr. Zamuner contacted Mr. Stehlin and advised him of Maticmind's continued interest in pursuing a transaction with the Company to acquire Tecnonet. At the direction of the Board, during the period from October 2014 to November 2014, Mr. Stehlin requested that Mr. Zamuner provide clarification with respect to valuations and other terms discussed by Maticmind in the context of a potential acquisition transaction. Mr. Stehlin left the Company in December 2014, with Mark Bonney becoming chief executive officer at that time. Mr. Bonney and Mr. Zamuner continued periodic informal discussions.

        On May 14, the Company sent a sale process letter to Maticmind soliciting its interest in submitting a proposal to acquire Tecnonet. On May 25, 2015, the Company sent a process letter to another potential bidder for Tecnonet. On May 22, 2015, Maticmind provided its non-binding proposal to acquire Tecnonet with an 'enterprise value' of €19 million, subject to certain terms and conditions. No other party provided a written proposal to the Company.

        On May 28, 2015, the Company requested that Maticmind clarify certain aspects of its proposal, including the calculation of the consideration to be paid to the Company. Maticmind responded to that request by letter dated June 3, 2015, explaining that its proposal for €19 million would be net of Tecnonet's 'Net Financial Position,' which was calculated to be a negative amount, resulting in significantly less total consideration to the Company.

        The Company's management continued discussions with Maticmind, and Maticmind commenced due diligence on June 4, 2015. Maticmind requested that the Company enter into an exclusivity agreement with Maticmind, which was rejected by the Company. The Company provided Maticmind with a draft shares purchase agreement on June 25, 2015. On July 10, 2015, representatives of Maticmind provided the Company with their initial comments on the draft shares purchase agreement. On July 13, 2015, the Company provided Maticmind with a list of key issues arising from Maticmind's draft shares purchase agreement, including the deletion of the 'fiduciary out' provisions. Maticmind

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responded to the issues list on July 15, 2015. Also on July 15, 2015, the Company retained SRR to review the proposed transaction with Maticmind and render a fairness opinion to the Board.

        On July 17, 2015, representatives of Maticmind and the Company, together with Norton Rose Fulbright, the legal advisors to the Company, and DLA Piper, legal advisors to Maticmind, participated in a conference call to review the open issues. On July 21, 2015, the Company provided Maticmind with a revised draft shares purchase agreement that retained among other provisions the 'fiduciary out' provisions. On July 22, 2015, Mr. Bonney and Stephen Krulik, Chief Financial Officer of the Company, met with representatives of Maticmind to discuss open economic issues, including the consideration to be paid to the Company. Mr. Bonney informed Mr. Zamuner that Maticmind's proposal to the Company reflecting approximately €15 million of total consideration was inadequate and rejected. The parties then discussed a structure whereby Maticmind would pay a fixed cash amount at closing, and assume debt representing the amount of the intercompany note between Tecnonet and the Company. There was also discussion of the post-closing purchase price adjustment based upon a comparison of Net Financial Position at closing compared to a negotiated fixed amount.

        On July 23, 2015, that same group met again, together with Norton Rose Fulbright and DLA Piper and other Maticmind advisors, to negotiate key terms of the transaction documents, including the calculation of the purchase price for the transaction, remaining due diligence items, closing conditions and the timing of the transaction to account for stockholder approval. The discussion included the treatment of drawdowns under Tecnonet's factoring facility.

        Representatives of the Company and Maticmind continued to negotiate the transaction documents, including the determination of the consideration to the Company and the definition of Net Financial Position. Following extensive negotiations, the parties agreed to total consideration comprised of a cash payment by Maticmind to the Company of €15.6 million at closing plus a cash payment by Tecnonet to the Company of €4.1 million prior to closing to repay an outstanding intercompany obligation. The Company would be entitled to seek and procure third party debt financing for Tecnonet to provide the funds for this payment, and Maticmind is obligated to assume this debt at closing. Within 60 days of closing, the parties would be required to make a post-closing adjustment based on changes in debt and cash of Tecnonet between June 30, 2015 and closing, as provided for in the shares purchase agreement. During the week of August 3, 2015, management of the Company, Norton Rose Fulbright and DLA Piper exchanged comments and revised drafts of the agreements, and on August 7, 2015, DLA Piper distributed drafts of the agreements that were substantially final.

        On August 7, 2015, our Board of Directors met with management, SRR and Norton Rose Fulbright. SRR reviewed with the Board the structure and certain other terms of the proposed transaction, and its financial analysis regarding Tecnonet. SRR rendered its oral opinion to our Board of Directors as to the fairness, from a financial point of view, of the consideration to be received by the Company pursuant to the Tecnonet sale, as of August 7, 2015 and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by SRR in preparing its opinion. Norton Rose Fulbright reviewed the legal terms of the proposed transaction agreements, including the operation of the 'fiduciary out' provisions in the event the Company receives a proposal that is deemed to be superior to the Maticmind transaction.

        Following these discussions, and review and discussion among the members of the Board of Directors, including consideration of the factors under the section entitled "—Company's Reasons for the Sale," the Board of Directors unanimously determined that the transaction contemplated by the shares purchase agreement is advisable and in the best interests of the Company, and the directors voted unanimously to approve the transaction, to approve the shares purchase agreement, and to recommend that the MRV stockholders vote in favor of the transaction.

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        After the meeting of the Board of Directors adjourned, SRR confirmed its oral opinion in writing by delivery of its written opinion to the Board of Directors dated August 7, 2015, the definitive documentation for the transaction was finalized and the shares purchase agreement was executed and delivered.

        The transaction was announced after the closing of market trading on August 10, 2015 coincident with the release of the Company's second quarter earnings.

Company's Reasons for the Sale

        The Board determined that the Tecnonet sale is in the best interests of the Company, based on the following material factors:

•

The price to be received by the Company for Tecnonet;



•

The fit between Tecnonet and other operations of the Company;



•

The economic conditions in the Italian market for telecommunications equipment and services;



•

Tecnonet's position in the industry relative to a number of larger competitors with greater financial and other resources;



•

Tecnonet's customer concentration;



•

Tecnonet's lack of proprietary products and technology and high dependency on debt and factoring to finance working capital; and



•

The financial analysis reviewed by SRR with our Board of Directors, and the oral opinion to our Board of Directors (which was confirmed in writing by delivery of SRR's written opinion dated August 7, 2015), with respect to the fairness, from a financial point of view, of the consideration to be received by the Company pursuant to the Tecnonet sale, as of August 7, 2015 and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by SRR in preparing its opinion. See "Proposal: Approval of the Sale of Tecnonet and the Shares Purchase Agreement—Opinion of Stout Risius Ross, Inc."

        The Board also considered the following potentially countervailing material factor in its deliberations concerning the proposed sale of Tecnonet:

•

The possibility that the sale might not be completed as a result of, among other matters, the failure of the Company's stockholders to authorize the sale, and the effect the termination of the transaction may have on Tecnonet and its business, operating results and prospects.

Projected Financial Information

        Our management does not, as a matter of course, publicly disclose forecasts or projections as to its future financial performance or earnings. We have included in this proxy statement a summary of the Company's projections solely to give stockholders access to the non-public information that was made available to our Board of Directors in connection with its consideration of a possible sale of Tecnonet and provided to SRR in connection with the financial analyses performed by it. These projections are not included in this proxy statement in order to influence you to make any investment decision with respect to the transaction, or to influence your decision whether to vote for or against the proposal to approve the sale of Tecnonet.

        Although the projections are presented with numerical specificity, the projections reflect numerous estimates and assumptions with respect to general business, economic, market and financial conditions, our ability to execute our strategic plan and other matters, all of which are difficult to predict and

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many of which are beyond our control. The internal financial forecasts upon which these projections were based are, in general, prepared solely for internal use, such as budgeting and other management decisions, and are subjective in many respects, and thus are susceptible to various interpretations. While we believe that the assumptions our management used as a basis for the projections were reasonable at the time the projections were prepared, given information our management had at the time, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the prospective financial information.

        The projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of our management, were prepared on a reasonable basis.

        Neither our independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

        The principal components of the financial projections provided by the Company and Tecnonet's management used by SRR for its financial analysis necessary to prepare its opinion are set forth below:

        BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF ITS INTERNAL FINANCIAL PROJECTIONS, THE COMPANY UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

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Opinion of Stout Risius Ross, Inc.

        On August 7, 2015, SRR rendered an oral opinion to our Board of Directors (which was confirmed in writing by delivery of SRR's written opinion dated August 7, 2015), to the effect that, as of August 7, 2015 and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by SRR in preparing its opinion, the consideration to be received by the Company pursuant to the Tecnonet sale was fair, from a financial point of view.

        SRR's opinion was directed to our Board of Directors and only addressed the fairness, from a financial point of view, of the consideration to be received by the Company pursuant to the Tecnonet sale and does not address any other aspect or implication of the Tecnonet sale. The summary of SRR's opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by SRR in preparing its opinion. We encourage our stockholders to carefully read the full text of SRR's written opinion. However, neither SRR's opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute advice or a recommendation to our Board of Directors or any stockholder as to how to act or vote with respect to the Tecnonet sale or related matters.

        In arriving at its opinion, SRR reviewed, among other things:

•

Tecnonet's audited segment financial statements for the fiscal years ended December 31, 2010 through December 31, 2014;



•

Tecnonet's reviewed financial statements for the six-month period ended June 30, 2014;



•

Tecnonet's internally prepared, unaudited financial statements for the six-month period ended June 30, 2015;



•

Tecnonet's six-year financial forecast for the fiscal years ending December 31, 2015 through 2020;



•

The Company's Form 10-K for the fiscal year ended December 31, 2014;



•

The Company's Form 10-Q for the quarter ended March 31, 2015;



•

The Company's Schedule 14A dated September 12, 2012;



•

The August 5, 2015 draft of the shares purchase agreement between the Company and Maticmind;



•

A review of publicly available financial data of certain publicly traded companies that SRR deemed relevant;



•

A review of available information regarding certain merger and acquisition transactions that SRR deemed relevant;



•

Discussions with Tecnonet's and the Company's management concerning its business, industry, history, and prospects; and



•

An analysis of other facts and data resulting in SRR's conclusions.

        SRR's opinion was intended to be utilized by our Board of Directors as only one input to consider in its process of analyzing the Tecnonet sale. No opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. SRR was not requested to opine as to, and its opinion does not in any manner address the following: (i) the underlying business decision of the Company, its security holders, our Board of Directors, or any

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other party to proceed with or effect the Tecnonet sale; (ii) the merits of the Tecnonet sale relative to any alternative business strategies that may exist for the Company or any other party or the effect of any other transactions in which the Company or any other party might have engaged; (iii) the terms of any arrangements, understandings, agreements or documents related to, or the form or any other portion or aspect of, the Tecnonet sale or otherwise, except as expressly addressed in SRR's opinion; (iv) the fairness of any portion or aspect of the Tecnonet sale to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, not specifically addressed in SRR's opinion (including the fairness, financial or otherwise, of the amount or nature of any compensation to any officers, directors or employees of any party to the Tecnonet sale, relative to the consideration or otherwise); (v) the solvency, creditworthiness or fair value of the Company or any other participant in the Tecnonet sale under any applicable laws relating to bankruptcy, insolvency or similar matters or (vi) how our Board of Directors, the Company's security holders or any other person should act with respect to the Tecnonet sale.

        Further, SRR's opinion was not intended to and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote in regard to the Tecnonet sale. Moreover, SRR was not engaged to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Tecnonet sale, the assets, businesses or operations of Tecnonet, the Company, Maticmind, or any other party, or any alternatives to the Tecnonet sale, or (ii) negotiate the terms of the Tecnonet sale.

        SRR's opinion is premised on the assumption that the assets, liabilities, financial condition, and prospects of Tecnonet as of the date of its opinion have not changed materially since June 30, 2015, the date of the most recent financial statements made available to SRR. In rendering its opinion, SRR assumed and relied upon the accuracy and completeness of all financial and other information that was publicly available, furnished by the Company and/or Tecnonet, or otherwise reviewed by or discussed with SRR without independent verification of such information and SRR assumed and relied upon the representations and warranties contained in the draft shares purchase agreement it reviewed. SRR assumed, without independent verification, that the financial forecasts and projections provided to SRR were prepared in good faith and reflect the best currently available estimate of the future financial results of Tecnonet, and SRR relied upon such projections in arriving at its opinion. SRR was not engaged to assess the reasonableness or achievability of these forecasts and projections or the assumptions upon which they were based, and SRR expressed no view as to these forecasts, projections, or assumptions. SRR assumed that the Tecnonet sale would be consummated on the terms described in the draft shares purchase agreement, without any waiver of any material terms or conditions by the parties to the draft shares purchase agreement.

        SRR did not conduct a physical inspection of Tecnonet's facilities or assets. SRR assumed, with the consent of our Board of Directors, that the final executed form of the shares purchase agreement would not differ materially from the draft of the shares purchase agreement that it examined, that the conditions to the Tecnonet sale as set forth in the draft shares purchase agreement would be satisfied, and that the Tecnonet sale would be consummated on a timely basis in the manner contemplated by the draft shares purchase agreement. SRR's opinion was necessarily based on business, economic, market, and other conditions as they existed and could be evaluated by SRR at the date of its opinion. Although subsequent developments may affect SRR's opinion, SRR does not have any obligation to update, revise, or reaffirm its opinion. SRR reserves the right, however, to withdraw, revise, or modify its opinion based upon additional information that may be provided to or obtained by it after the date of its opinion that suggests, in SRR's judgment, a material change in the assumptions upon which its opinion was based.

        SRR's opinion was furnished for the use and benefit of our Board of Directors in connection with the Tecnonet sale, and is not intended to be used, and may not be used, for any other purpose, without SRR's express, prior written consent. SRR has consented to the reproduction of its opinion in this

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proxy statement and to the inclusion of our summary of its opinion as it appears in this proxy statement.

Summary of Valuation Analyses

        In preparing its opinion to our Board of Directors, SRR performed a variety of analyses, including those described below. The summary of SRR's analyses is not a complete description of the analyses underlying SRR's opinion. The preparation of a fairness opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. SRR arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole. SRR did not form a conclusion as to whether any individual analysis, when considered independently of the other analyses conducted by SRR, supported or failed to support its opinion as to the fairness, from a financial point of view, of the consideration to be received by the Company pursuant to the Tecnonet sale. Further, SRR did not specifically rely or place specific weight on any individual analysis. Rather, SRR believes that its analyses must be considered in their entirety, and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors together, could create a misleading or incomplete view of the processes underlying the analyses performed by SRR in connection with the preparation of its opinion. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques.

        With respect to the guideline public company method and mergers and acquisitions method described below, such analyses reflect guideline companies and transactions, and not necessarily all of the companies and transactions that may be considered relevant in evaluating Tecnonet or the proposed Tecnonet sale. No company or transaction used in SRR's analyses for comparative purposes is identical to Tecnonet or the proposed Tecnonet sale and an evaluation of the results of those analyses is subject to a review and understanding of both quantitative and qualitative factors. SRR believes that mathematical derivations (such as determining average and median) of financial data are not by themselves meaningful and should be considered together with the assumptions, qualifications and limitations affecting each analysis. The implied reference range values indicated by SRR's analyses, and the estimates upon which they are based, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which assets, businesses or securities may actually be sold, which may depend on a variety of factors, many of which are beyond our control. Much of the information used in, and accordingly the results of, SRR's analyses are inherently subject to substantial uncertainty.

        SRR's opinion was provided to our Board of Directors in connection with its consideration of the proposed Tecnonet sale and was only one of many factors considered by our Board of Directors in evaluating the proposed Tecnonet sale. Neither SRR's opinion nor its analyses were determinative of the Tecnonet sale consideration or of the views of our Board of Directors or management with respect to the Tecnonet sale or the consideration payable therein. The type and amount of consideration payable in the Tecnonet sale were determined through negotiation between the Company and Maticmind, and the decision to enter into the Tecnonet sale was solely that of our Board of Directors.

        The following is a summary of the material analyses reviewed by SRR with our Board of Directors in connection with SRR's opinion rendered on August 7, 2015. The order of the analyses below does not represent relative importance or weight given to those analyses by SRR. In addition, the analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions,

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qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of SRR's analyses.

Key Financial Metrics

        As further described below, SRR performed a discounted cash flow analysis, guideline public company method and merger and acquisition method as inputs in comparing the implied equity value reference range for Tecnonet with the proposed Tecnonet sale consideration.

        For purposes of each of these valuation analyses, SRR reviewed a number of financial metrics, including:

•

Multiples of enterprise value;



•

Revenue; and



•

Earnings before interest, taxes, depreciation, and amortization ("EBITDA").

        Performing the valuation analyses required a review of Tecnonet's revenue and EBITDA for the first two fiscal quarters of 2015, as well as assumptions about its revenue and EBITDA for the last two fiscal quarters of 2015 and the following fiscal year, which assumptions were based on estimates provided by our management, as adjusted to exclude certain non-recurring expenses, including legal fees and a settlement payment made subsequent to June 30, 2015, as well as certain expenses incurred by Tecnonet on a stand-alone basis.

        For each of the valuation analyses, SRR calculated a range of estimated enterprise values and, using these enterprise values, calculated a range of estimated equity values for Tecnonet by making the following adjustments with the consent of our Board of Directors: (i) adding to estimated enterprise value cash and cash equivalents in an aggregate amount equal to €2.6 million and (ii) subtracting from estimated enterprise value certain pro forma adjustments, in an aggregate amount equal to €6.1 million, including a settlement payment made subsequent to June 30, 2015, income taxes payable, debt to be incurred prior to the closing of the Tecnonet sale to repay the loan from the Company, severance indemnities, and amounts due by Tecnonet to certain individuals, pursuant to bonus or similar agreements, triggered by the closing of the Tecnonet sale.

        For purposes of comparing the implied equity value reference range for Tecnonet with the proposed Tecnonet sale consideration, SRR calculated the proposed Tecnonet sale consideration to be €14.5 million, based on the purchase price of €15.6 million, as adjusted to reflect the payment of €1.1 million in bonuses described above, together with associated social taxes.

Discounted Cash Flow Method

        SRR performed a discounted cash flow analysis, which was used to estimate the present value of Tecnonet's unlevered, after-tax, free cash flows on a standalone basis. In performing its discounted cash flow analysis, SRR calculated the free cash flows that Tecnonet is expected to generate for the last two fiscal quarters of 2015 and the fiscal years 2016 through 2020 based on our management's long-term forecast for fiscal years 2015 through 2020, as adjusted to exclude certain non-recurring and stand-alone expenses. SRR then calculated a range of implied enterprise values by calculating the present value of estimated unlevered free cash flows through the end of fiscal year 2020, as well as a residual value, based on a range of discount rates of 15.0% to 17.0%, which were based upon Tecnonet's estimated weighted average cost of capital ("WACC"), and a range of residual growth rates of 1.5% to 2.5%, which were based on the prospects for longer term growth of Tecnonet's network integration business, as well as the expectations for economic growth in Italy.

        The estimated WACC used in the analysis was based upon estimates of Tecnonet's cost of equity capital, cost of debt capital, and an assumed capital structure, all of which were based upon

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information from various independent sources (including the Board of Governors of the Federal Reserve, Duff & Phelps' Valuation Handbook, Morningstar, Inc. and S&P Capital IQ, Inc.) concerning market risk-free interest rates, market equity risk premiums, equity betas, small stock risk premiums, and corporate bond rates. In addition, SRR incorporated a 4.5% country specific risk premium in its calculation of Tecnonet's cost of equity capital, which reflects the degree to which Tecnonet is affected by local as opposed to U.S. market risk. SRR also incorporated a country default spread based on Moody's credit rating associated with Italy in its calculation of Tecnonet's cost of debt capital. Finally, the resulting WACC was adjusted to reflect the differences in expected inflation for the United States, Europe and Italy.

        Based on the assumptions above, the discounted cash flow analysis resulted in a range of estimated enterprise values of €16.1 million to €18.4 million. Using this range of enterprise values, SRR calculated an estimated equity value for Tecnonet by (i) adding to estimated enterprise value cash and cash equivalents in an aggregate amount equal to €2.6 million and (ii) subtracting from estimated enterprise value certain pro forma adjustments, in an aggregate amount equal to €6.1 million, described above under "—Key Financial Metrics." This analysis implied an equity value range for Tecnonet of approximately €12.6 million to €14.9 million.

Guideline Public Company Method

        SRR reviewed and analyzed guideline publicly traded companies in the information technology ("IT") consulting and technology distribution sector in order to determine an implied enterprise value range for Tecnonet based on similar companies that are publicly traded. Although none of the guideline companies is directly comparable to Tecnonet, SRR was able to identify 12 publicly traded companies that, in SRR's professional judgment, share similar business characteristics with Tecnonet, including European operations. SRR then compared selected available information of Tecnonet with the corresponding data of nine of those publicly traded companies for which SRR could calculate implied forward multiples based on publicly available financial information. These companies included Devoteam SA, Sopra Steria Group, Econocom Group SA/NV, GFT Technologies AG, Atos SE, Esprinet SpA, Itway S.p.A., DistIT AB and CGI Group, Inc.

        SRR reviewed multiples of enterprise values of the guideline companies, which were calculated as (i) market value, plus debt and preferred stock, plus non-controlling interests, less cash and equivalents ("EV"), divided by (ii) estimates of the guideline company's revenue and EBITDA for the next fiscal year ("NFY"), which is fiscal year 2015, and the following fiscal year ("NFY+1"), which is fiscal year 2016. Market values for the guideline companies were calculated using the closing price of their common stock as of August 5, 2015. Estimates of future performance were compiled from publicly available consensus estimates of equity research analysts, which SRR obtained from S&P Capital IQ, Inc.

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        This analysis indicated the following enterprise value multiples for the guideline companies:

        In deriving a range of implied enterprise values utilizing the guideline public company method, SRR selected a range of multiples below the median of the guideline companies for the NFY and NFY+1 periods. Specifically, SRR selected a range of EV/NFY and EV/NFY+1 revenue multiples of 0.25x to 0.30x, a range of EV/NFY EBITDA multiples of 4.0x to 4.5x and a range of EV/NFY+1 EBITDA multiples of 4.5x to 5.0x, even though the guideline company review generally reflected higher multiples for each of these metrics.

        Key considerations in selecting these lower multiples included but were not limited to the following:

•

Tecnonet is significantly smaller than most of the guideline companies;



•

Tecnonet's financial performance is generally weaker than that of the guideline companies, particularly in terms of growth;



•

Tecnonet's working capital requirements are significantly higher than those of the guideline companies;



•

Tecnonet has significantly higher levels of customer concentration than the guideline companies given that over 85% of its revenue is generated from two customers; and



•

Tecnonet has significant geographic concentration risk.

        SRR then derived a range of estimated enterprise values by applying the selected multiple ranges to the estimated revenue and adjusted EBITDA of Tecnonet for the NFY and NFY+1 periods. The guideline public company method resulted in a range of estimated enterprise values of €16.0 million to €19.3 million. Using these estimated enterprise value figures, SRR then calculated an estimated equity value range for Tecnonet by (i) adding to estimated enterprise value cash and cash equivalents in an aggregate amount equal to €2.6 million and (ii) subtracting from estimated enterprise value certain pro forma adjustments, in an aggregate amount equal to €6.1 million, described above under "—Key Financial Metrics." This analysis implied an equity value range for Tecnonet of approximately €12.5 million to €15.8 million.

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Merger and Acquisition Method

        SRR reviewed and analyzed guideline merger and acquisition ("M&A") transactions, involving European IT consulting and technology distribution companies that it viewed as generally relevant for purposes of determining an implied enterprise value range for Tecnonet in connection with the evaluation of the proposed Tecnonet sale. While not all transactions SRR researched were directly comparable to the Tecnonet sale, SRR was able to identify nine recent transactions (with sufficient disclosure of financial terms) involving companies within the same industry, including two prior divestitures by the Company. SRR then compared selected available information of Tecnonet with the corresponding data of the target companies in those nine M&A transactions.

        SRR reviewed multiples of enterprise values of the target companies, which were calculated as the purchase price paid in the publicly announced M&A transaction, presented on a "net of cash" basis, divided by the target company's revenue and EBITDA for the last twelve months ("LTM"), based upon information available in the latest financial statements issued prior to the transaction announcement date. Financial data for the M&A transactions was obtained primarily from S&P Capital IQ, Inc. For acquisitions involving less than 100% of the target, the indicated enterprise value represents the implied enterprise value of 100% of the target. Enterprise values and other financial data were converted to Euros based on the prevailing exchange rates in effect as of the transaction closing date.

        This analysis indicated the following enterprise value multiples for the target companies in the M&A transactions:

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        In deriving a range of implied enterprise value utilizing the merger and acquisition method, SRR selected a range of multiples below the median of the target companies in the M&A transactions, even though the M&A transaction review generally reflected higher multiples for each of these metrics. Specifically, SRR selected a range of EV/LTM revenue multiples of 0.25x to 0.30x and a range of EV/LTM EBITDA multiples of 4.5x to 5.0x. Key considerations in selecting these lower multiples included but were not limited to similar considerations to those taken into account in applying the guideline public company method, as further described under "—Guideline Public Company Method."

        SRR then derived a range of estimated enterprise values by applying the selected multiple ranges to the estimated revenue and adjusted EBITDA of Tecnonet for the NFY+1 period. Tecnonet's LTM revenue and LTM EBITDA were not used as a measure of ongoing performance for purposes of calculating estimated enterprise value due to the projected decline in the NFY+1 period. Rather, SRR determined that estimated revenue and adjusted EBITDA for the NFY+1 period are more indicative of ongoing operations and therefore provide a more meaningful input for the enterprise value calculation. The merger and acquisition method resulted in a range of estimated enterprise values of €16.0 million to €19.2 million. Using these estimated enterprise value figures, SRR then calculated an estimated equity value range for Tecnonet by (i) adding to estimated enterprise value cash and cash equivalents in an aggregate amount equal to €2.6 million and (ii) subtracting from estimated enterprise value certain pro forma adjustments, in an aggregate amount equal to €6.1 million, described above under "—Key Financial Metrics." This analysis implied an equity value range for Tecnonet of approximately €12.5 million to €15.7 million.

Results of Valuation Analyses

        As described above, SRR performed a discounted cash flow analysis, guideline public company method and merger and acquisition method as inputs in comparing the implied equity value reference range for Tecnonet with the proposed Tecnonet sale consideration. These analyses indicated an equity value reference range for Tecnonet of approximately €12.5 million to €15.8 million, as compared to the proposed Tecnonet sale consideration of €14.5 million.

Other Matters

        SRR was engaged by the Company to provide an opinion to our Board of Directors regarding the fairness, from a financial point of view, of the consideration to be received by the Company pursuant to the Tecnonet sale. We engaged SRR based on SRR's experience and reputation. SRR is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts, recapitalizations, and for other purposes. The issuance of SRR's opinion was approved by an internal committee of SRR authorized to approve opinions of this nature. Pursuant to the engagement letter with SRR, the Company paid SRR a fee of $125,000 for its services, $65,000 of which became payable upon the execution of SRR's engagement letter and $60,000 of which became payable upon the delivery of SRR's opinion, regardless of the conclusion reached therein. No portion of SRR's fee is contingent upon the successful completion of the Tecnonet sale. Further, none of SRR's employees who worked on the engagement has any known financial interest in the assets or equity of the Company or Maticmind or the outcome of the engagement, and SRR has not previously provided financial advisory services to the Company. The Company has also agreed to reimburse SRR for certain expenses and to indemnify SRR and certain related parties against certain liabilities and other losses associated with any third-party claim (including securityholder actions) relating to or arising as a result of SRR's services or engagement.

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The Shares Purchase Agreement

Purchase Price and Post-Closing Adjustment

        The purchase price to be paid to the Company will be €15.6 million ($17.7 million) in cash, subject to a post-closing adjustment. Additionally, prior to closing, it is anticipated that Tecnonet will refinance its loan payable to the Company with external debt and repay the loan to the Company, with the Tecnonet debt effectively assumed by Maticmind following the closing. The post-closing adjustment will be based on a calculation of Tecnonet's Net Financial Position as of the closing date, which the shares purchase agreement defines as the sum of:

•

cash: any credit balance on bank or postal accounts, saving accounts or current counts, held by any bank and the liquid assets;



•

any negotiable securities; and



•

positive fair value of derivative instruments;

        minus:

•

financial debts, interests-bearing or not, of any kind: for example, but not limited to, including the interest bearing debts, the loans, debts vis-à-vis the banks, any other loan for deposits, any other debt in order to finance acquisitions of interests in companies, businesses and/or business branches, debts vis-à-vis banks for advances on invoices, the debt deriving from financial leases (provided that this does not include any amounts in respect of Tecnonet's factoring facility, other than actual drawdowns in respect of factored accounts receivable that have not yet matured exceeding the Factoring Threshold, which excess will be considered to be debt);



•

negative fair value of derivative instruments;



•

TFR—employees termination indemnity;



•

outstanding (older than 60 days) and collectable interest-bearing commercial debts;



•

overdue tax debts; and



•

any amounts due by Tecnonet to certain individuals, pursuant to any bonus or similar agreements, triggered by the closing.

        The "Factoring Threshold" is defined as an amount equal to (A) 15% (fifteen percent) of the total factored accounts receivable that have not yet matured as of the closing date, less (B) an amount equal to any dividend, distribution or other payment by Tecnonet to the Company or its affiliates during the period starting from the signing date and ending on the closing date (other than repayment of its loan payable to the Company and other than payments for goods and services in the ordinary course of business).

        If the Net Financial Position plus €3,376,000 is a positive number, Maticmind will pay the Company that amount as a post-closing adjustment. If the Net Financial Position plus €3,376,000 is a negative number, then the Company will pay a post-closing adjustment in that amount to Maticmind.

Agreement Not to Solicit Other Offers and Fiduciary Out

        The shares purchase agreement requires the Company and its affiliates to immediately cease any existing discussions or negotiations regarding any takeover proposal (as defined in the shares purchase agreement and summarized below). From the date of the shares purchase agreement through the earlier of either the closing or the valid termination of the shares purchase agreement, the Company and its affiliates may not solicit, initiate, knowingly encourage or knowingly facilitate any takeover proposal or participate in any discussions or negotiations regarding a takeover proposal.

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        However, if prior to obtaining the stockholder approval solicited by this proxy statement, the Company receives an unsolicited takeover proposal, it may engage in negotiations and discussions with the person making such a takeover proposal if the Company's Board of Directors determines in good faith that such takeover proposal is or could reasonably be expected to lead to a superior proposal (as defined in the shares purchase agreement and summarized below) and that not taking such action would reasonably be expected to be inconsistent with its fiduciary duties.

        The Company's Board of Directors may not withdraw or modify its recommendation that the Company's stockholders approve the Maticmind transaction at the Special Meeting or recommend a takeover proposal to the stockholders unless it has received a superior proposal or unless an intervening event becomes known to the Board of Directors that was unknown to and not reasonably foreseeable to the Board of Directors on the date of the shares purchase agreement. The Company must notify Maticmind of a superior proposal prior to withdrawing or modifying the Board of Directors' recommendation of the Maticmind transaction because of the receipt of that superior proposal. Maticmind has three days from the receipt of this notice to make a written, binding and irrevocable offer to alter the terms or conditions of the shares purchase agreement such that the takeover proposal would cease to constitute a superior proposal.

        For purposes of the shares purchase agreement:

•

A "takeover proposal" is any bona fide inquiry, proposal or offer from any person (other than Maticmind and any of its affiliates) or "group" (as such term is defined in the Exchange Act) to purchase or otherwise acquire, in a single transaction or series of related transactions, (i) assets of Tecnonet (excluding sales of assets in the ordinary course of business) that account for 20% or more of Tecnonet's consolidated assets (based on the fair market value thereof) or from which 20% or more of Tecnonet's revenues or earnings on a consolidated basis are derived, (ii) 20% or more of the outstanding Tecnonet common stock pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer, exchange offer or similar transaction, or (iii) 20% or more of the outstanding Company common stock pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer, exchange offer or similar transaction.



•

A "superior proposal" is any bona fide written takeover proposal on terms which the Company's Board of Directors (or a duly authorized committee thereof) determines in good faith, after consultation with the Company's outside legal counsel and independent financial advisors, to be more favorable to the Company or the holders of Company common stock than the Maticmind transaction (after taking into account any revisions to the shares purchase agreement set forth in any written, binding and irrevocable offer by Maticmind capable of being accepted by the Company), taking into account, to the extent applicable, the legal, financial, regulatory and other aspects of such proposal and the shares purchase agreement that the Company's Board of Directors considers relevant; provided that for purposes of the definition of superior proposal, the references to "20%" in the definition of takeover proposal are deemed to be references to "50%."

Conditions to Closing

        The sale is conditioned upon the satisfaction of the following conditions which need to be fulfilled on or before the closing date:

•

the Company shall have obtained the stockholder approval solicited by this proxy statement;



•

the parties shall have performed in all material respects all obligations required to be performed by them under the shares purchase agreement;

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•

the representations and warranties of the parties must be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality) as of closing date; and



•

from the date of the shares purchase agreement, there shall not have occurred any material adverse effect relating to Tecnonet as specified in the shares purchase agreement.

        Each party shall be entitled to waive the other party's failure to satisfy the closing condition requiring that the other party's representations and warranties under the shares purchase agreement are true and correct or that the other party has performed its obligations under the shares purchase agreement. The condition that there shall have been no material adverse effect relating to Tecnonet may only be waived by Maticmind.

Repayment of Loan

        Under the shares purchase agreement, the Company undertakes to use its reasonable best efforts to cause the €4,050,000 that Tecnonet owes the Company to be repaid prior to the closing. If any of the debt remains unpaid as of the closing date, the Company undertakes to extend the term of the debt until 1 year after the closing date, and Maticmind undertakes to have the debt fully repaid by that time. Prior to closing, Tecnonet has the right to draw down on its factored accounts receivable, draw under its current bank facilities, and obtain and draw under new bank facilities with the prevailing commercial interest rates for the purpose of repaying the loan.

Conduct Prior to Closing

        Under the shares purchase agreement, during the period between the signing of the shares purchase agreement and the closing of the Tecnonet sale, the Company is required to cause Tecnonet to conduct business only in the ordinary course consistent with past practice. Except as contemplated by the shares purchase agreement or as required to complete the transactions contemplated thereby, the Company is required to:

•

use all commercially reasonable efforts to preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers and employees;



•

continue all planned sales, marketing and promotional activities relating to the business and operations of Tecnonet, which are consistent with past practice;



•

not amend the organizational documents of Tecnonet;



•

not (i) authorize, issue, sell or otherwise dispose of any shares of or any other securities with respect to Tecnonet, or modify or amend any right of any holder of outstanding Tecnonet shares; (ii) transfer, sell, dispose of or encumber any portion of its assets, other than purchases and sales of inventory in the ordinary course of business; or (iii) incur any indebtedness or issue any debt securities or guarantee or endorse the obligations of any person or entity, in each case, other than in the ordinary course of business and consistent with past practice; provided that Tecnonet retains the right (x) to utilize the full extent of its factoring capacity, (y) to obtain and draw under the specified bank loan facilities, and (z) distribute dividends to the Company;



•

other than as may be required by applicable law or in the ordinary course of business, not (i) increase the compensation payable or to become payable to Tecnonet employees; (ii) grant any rights to severance or termination pay to, or enter into any employment or severance agreement with any Tecnonet employees other than pursuant to specified arrangements previously entered into; or (iii) establish, adopt, enter into or amend, any collective bargaining agreement or employee benefit in respect of Tecnonet employees;

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•

except in the ordinary course of business or in connection with factoring arrangements, not (i) enter into any contract which is material to Tecnonet, or (ii) amend or terminate any material Tecnonet contract;



•

not acquire by merger, consolidation, acquisition of assets or equity interests or any similar transaction any corporation, partnership, limited liability company or other business organization or all or substantially all of the assets of any such entity;



•

not settle or comprise any material claim or litigation;



•

except in the ordinary course of business, consistent with past practice, not permit any change in (i) any pricing, investment, accounting, financial reporting, inventory, credit, allowance or tax practice or policy of Tecnonet, or (ii) any method of calculating any bad debt, contingency or other reserve of Tecnonet for accounting, financial reporting or tax purposes, or (iii) its policies and practices relating to the terms and conditions of Tecnonet's account receivables and payables;



•

not enter into any contract or amend or modify any existing contract between Tecnonet and the Company or any of the Company's affiliates or any officer or director of the Company or its affiliates, and not engage in any transaction outside the ordinary course of business consistent with past practice or not on an arm's-length basis with any such person or entity.

Representations and Warranties

        The Company made certain representations and warranties to Maticmind in the shares purchase agreement regarding, among other things:

•

Tecnonet's organization and good standing;



•

the Company's ownership and the transferability of the Tecnonet shares;



•

Tecnonet's capitalization;



•

Tecnonet's organizational documents;



•

Tecnonet's financial statements;



•

compliance with law and permits;



•

Tecnonet's real property interests;



•

Tecnonet's employees;



•

litigation matters;



•

insurance;



•

tax matters;



•

environmental matters;



•

intellectual property and information technology; and Tecnonet's material contracts.




Non-Competition; Non-Solicitation

        Under the shares purchase agreement, for a period of five years from the closing date, the Company must refrain from:

•

engaging in the provision of stand-alone network integration services in the Italian market; or

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•

soliciting or attempting to solicit, diverting or hiring away any person employed by Tecnonet or diverting any customer of Tecnonet in connection with the provision of stand-alone network integration services in the Italian market.

        This covenant only applies to the Company and not to its affiliates, except for persons affiliated with the Company as of the date of the closing.

Termination

        The shares purchase agreement may be terminated prior to the closing:

•

by mutual written agreement of the parties;



•

by either party after satisfying specified notice and cure obligations in the event that (a) a material breach by the other party of its covenants contained in the shares purchase agreement occurs, or (b) the terminating party notifies the other party that the satisfaction of any condition to the terminating party's obligations under the shares purchase agreement becomes impossible or impracticable to be satisfied and such impossibility or impracticability is not caused by a breach by the terminating party;



•

by either party after the Special Meeting has been held (and not further adjourned) and the stockholder approval solicited by this proxy statement has not been obtained;



•

by either party upon notification to the non-terminating party by the terminating party if the closing has not have occurred on or before November 30, 2015 and such failure to consummate the transaction is not caused by a breach by the terminating party; provided that such date will be automatically postponed to December 31, 2015 if the Company has filed this proxy statement in definitive form with the SEC by November 30, 2015; and



•

by the Company in order to enter into a definitive acquisition agreement providing for a superior acquisition proposal.

Termination Fee

        If the shares purchase agreement is terminated by Maticmind or the Company as a result of the rejection of the acquisition by the Company's stockholders at the Special Meeting or by the Company in order to enter into a definitive acquisition agreement providing for a superior acquisition proposal, the Company will promptly pay to Maticmind a termination fee of €250,000, if such termination occurs before November 30, 2015, or a termination fee of €350,000, if such termination occurs after November 30, 2015, in each case as non-accountable reimbursement for a portion of Maticmind acquisition expenses.

Indemnification

        The shares purchase agreement provides that the Company is required to indemnify Maticmind against any damages and losses, fines, penalties, deficiencies and expenses (other than indirect, consequential, incidental or punitive damages) arising from the breach by the Company of any of its representations and warranties under the shares purchase agreement or the breach by the Company of any of its other obligations under the shares purchase agreement. Maticmind's ability to make indemnification claims for breaches of representations and warranties generally survives the closing until the second anniversary of the closing date; provided, however, that indemnification claims relating to breaches of representations and warranties regarding authorization, capitalization and share ownership, tax matters and certain criminal matters survive the closing until the expiration of the applicable statute of limitations for such claim. Maticmind's ability to make indemnification claims for breaches of covenants or other obligations under the shares purchase agreement until first anniversary

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of the last date on which such covenant or obligations is to be performed or, of no such date is specified, until the third anniversary of the closing date. Maticmind's rights to indemnification under the shares purchase agreement are subject to a €10,000 deductible, a threshold equal to one percent of the aggregate purchase price and a cap equal to 20% of the aggregate purchase price.

        Under the shares purchase agreement, in the event that any Tecnonet credit receivables payable to Vitrociset S.p.A. for an amount as of the date of the shares purchase agreement equal to the outstanding consideration provided under the relevant contract with Vitrociset has not been fully paid and discharged within three months after the closing date, the Company will be obligated to purchase from Tecnonet all such receivables then still outstanding, for a price equal to their nominal value.

Governing Law and Disputes.

        Except as described below, the shares purchase agreement is governed by and construed in accordance with the laws of the Republic of Italy, without regard to conflict of law principles thereof. However, the following provisions of the shares purchase agreement are governed by and construed in accordance with the laws of the State of Delaware, U.S.A.:

•

provisions relating to the Company's obligations regarding holding a stockholders meeting to approve the Tecnonet sale and the recommendation of stockholder approval of the Tecnonet sale by the Company's Board of Directors;



•

the "no-shop" and "fiduciary out" provisions; and



•

the provisions relating to the Company's termination rights in connection with the failure to obtain stockholder approval for the Tecnonet sale or with entering to a definitive agreement for a superior acquisition proposal.

Assignment

        The shares purchase agreement prohibits the parties from assigning, delegating or otherwise transferring any of their rights or obligations under the shares purchase agreement without the prior written consent of the other party; provided, however, that Maticmind may assign its rights under the shares purchase agreement to one of its affiliates; and provided further, that such assignment shall not relieve Maticmind of its obligations thereunder.

Required Vote of Stockholders

        For approval of the sale of Tecnonet, and the shares purchase agreement, an affirmative vote of the holders of a majority in voting power of the shares of the Company's common stock outstanding and entitled to vote thereon will be required. A properly executed proxy marked "ABSTAIN" with respect to this proposal will have the effect of a negative vote.

Board of Directors' Recommendation

        On August 7, 2015, the Company's Board of Directors, by a unanimous vote, approved the shares purchase agreement and the sale of Tecnonet and deemed the sale to be in the best interests of the Company, and authorized the Company to submit the sale of Tecnonet to the stockholders of the Company for approval.

        The Board of Directors recommends that the stockholders vote "FOR" the approval of the sale of Tecnonet and the related shares purchase agreement.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND CONSOLIDATED BALANCE SHEET

        The following presents our unaudited pro forma condensed consolidated statements of operations for the fiscal years ended December 31, 2014, 2013 and 2012 and for the six months ended June 30, 2015 and 2014 and our unaudited pro forma condensed consolidated balance sheet as of June 30, 2015. The pro forma condensed consolidated statements of operations give effect to the sale of Tecnonet. These financial statements should be read together with the Notes provided thereto.

        The unaudited pro forma financial information is for informational purposes only and does not purport to present what our results would actually have been had these transactions actually occurred on the dates presented or to project our results of operations or financial position for any future period. The information set forth below should be read together with (i) MRV's unaudited condensed consolidated financial statements for the six months ended June 30, 2015 and 2014 included in MRV's Quarterly Report filed with the SEC on Form 10-Q for the quarter ended June 30, 2015 and attached as Annex C to this proxy statement, (ii) MRV's audited consolidated financial statements for the financial years ended December 31, 2014 and 2013, included in MRV's Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2014 and attached as Annex D to this proxy statement and (iii) Tecnonet's unaudited condensed financial statements for the six months ended June 30, 2015 and 2014 and for the financial years ended December 31, 2014 and 2013, attached as Annex E to this proxy statement.

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MRV Communications, Inc.

Index

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MRV Communications, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2014

(In thousands, except per share data)

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

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MRV Communications, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2013

(In thousands, except per share data)