Proposed Transaction

Pursuant to the transaction, Corvis Acquisition will be merged with Focal. As a result, Focal CA and Focal Financial Services, Inc., will become indirect wholly-owned subsidiaries of Corvis, so that Corvis will acquire control of Focal CA.

The applicants represent that the transaction will improve the financial stability of Focal CA, because Corvis is a publicly traded company with a market capitalization of approximately $1 billion and cash reserves of over $500,000,000. Applicants also state that following the transfer of control, Focal CA will be able to rely on its new parent company, Corvis, for additional financial resources to support continued operations and to further expand Focal CA's services.

The applicants represent that the transaction will be transparent to customers. There will be no change in the name of Focal CA, and Focal CA's management will change only at the holding company level. It is expected that the management of Focal CA is responsible for day-to-day operations of the company will remain the same. Customers will continue to receive service under the same rates, terms, and conditions after the transaction is approved.