SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 3)

MRV COMMUNICATIONS, INC.

(Name of Subject Company)

MRV COMMUNICATIONS, INC.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.0017 per share

(Title of Class of Securities)

553477407

(CUSIP Number of Class of Securities)

Mark J. Bonney

President and Chief Executive Officer

MRV Communications, Inc.

20520 Nordhoff Street

Chatsworth, CA 91311

(818) 773-0900

(Name, address and telephone number of person authorized

to receive notice and communications on behalf of the persons filing statement)

With copies to:

Steven I. Suzzan

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, NY 10019-6022

(212) 318-3000

¨Check the box below if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) initially filed with the Securities and Exchange Commission (the “SEC”) on July 17, 2017 by MRV Communications, Inc. (“MRV”). The Schedule 14D-9 relates to the cash tender offer by Golden Acquisition Corporation, a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of ADVA NA Holdings, Inc., a Delaware corporation (“Parent”) and a wholly-owned subsidiary of ADVA Optical Networking SE, a European public limited liability company incorporated in Germany and organized under the laws of Germany and the European Union and registered in the commercial register of the local court of Jena, Germany, under HRB 508155 (“ADVA SE”), disclosed in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, as amended or supplemented from time to time, the “Schedule TO”), filed by Merger Sub, Parent and ADVA SE with the SEC on July 17, 2017, pursuant to which Merger Sub is offering to purchase all of the issued and outstanding shares of common stock, par value $0.0017 per share, including any associated rights to purchase Series A Junior Participating Preferred Stock, par value $0.01 per share, at a price per share of $10.00, net to the holder thereof in cash, without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 17, 2017 (as amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”). The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively.

All information in the Schedule 14D-9 is incorporated into this Amendment No. 3 by reference, except that such information is hereby amended to the extent specifically provided herein. Capitalized terms used, but not otherwise defined, in this Amendment No. 3 shall have the meanings given in the Schedule 14D-9. This Amendment No. 3 is being filed to reflect certain updates as reflected below.

ITEM 8. Additional Information

The “Certain Litigation” section of Item 8 (Additional Information) of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraphs to the end of such section:

On July 25, 2017, a putative class action complaint (the “Chelvaratnam Complaint”) for an action captioned Chelvaratnam v. Ken Traub, et al., was filed in the Superior Court of the State of California for the County of Los Angeles by Ravindran Chelvaratnam, a purported owner of Shares, on behalf of himself and all other public stockholders of MRV, against the members of the MRV Board in connection with the pending Offer and the Merger. The Chelvaratnam Complaint claims that, among other things, the members of the MRV Board breached their fiduciary duties to the stockholders of MRV by approving the Merger Agreement and the transactions contemplated thereby on terms and conditions and through processes alleged to be materially unfair to MRV’s stockholders, and by issuing allegedly materially incomplete and misleading disclosures in connection therewith in the Schedule 14D-9. The Chelvaratnam Complaint seeks various remedies, including, among other things, (i) certification of the action as a class action; (ii) preliminarily and permanently enjoining the Merger from being consummated, (iii) to the extent already implemented, rescinding the Merger Agreement or any of the terms thereof, or

granting the plaintiff and MRV’s public stockholders rescissory damages, (iv) directing the defendants to account to the plaintiff and the public stockholders of MRV for all damages allegedly suffered, (v) awarding the plaintiff fees and expenses (including reasonable attorneys’ and experts’ fees and expenses) incurred by the plaintiff in connection with the action and (vi) granting such other and further relief as the court may deem just and proper.

The foregoing description is only summary and is qualified in its entirety by reference to the Chelvaratnam Complaint, a copy of which is filed as Exhibit (a)(5)(F) to this Schedule 14D-9. For a complete understanding of the Chelvaratnam Complaint, you are encouraged to read the full text thereof.

A preliminary injunction could delay or jeopardize the completion of the Offer or the Merger, and permanent injunctive relief could indefinitely enjoin completion of the Offer or the Merger. MRV believes that the claims stated in the Chelvaratnam Complaint have no merit; however, the outcome of this matter is uncertain.

On July 25, 2017, a putative securities class action complaint (the “Scarantino Complaint”) for an action captioned Scarantino v. MRV Communications, Inc., et al. was filed in the United States District Court for the Central District of California by Louis Scarantino, a purported owner of Shares, on behalf of himself and all other public stockholders of MRV, against MRV, the members of the MRV Board, ADVA SE, Parent and Merger Sub in connection with the pending Offer and the Merger. The Scarantino Complaint claims that, among other things, MRV, the members of the MRV Board, ADVA SE, Parent and Merger Sub violated Sections 14(e), 14(d) and 20(a) of the Exchange Act, as applicable, by allegedly misrepresenting and omitting material information on the Schedule 14D-9 (either directly, in the case of MRV and the MRV Board, or indirectly, in the case of ADVA SE, Parent and Merger Sub) in connection with the pending Offer, the Merger and the other transactions contemplated by the Merger Agreement. The Scarantino Complaint seeks various remedies, including, among other things, (i) enjoining the Merger from being consummated, (ii) in the event the Merger is consummated, rescinding it and setting it aside or awarding rescissory damages, (iii) awarding the plaintiff fees and expenses (including reasonable attorneys’ and experts’ fees and expenses) incurred by the plaintiff in connection with the action and (iv) granting such other and further relief as the court may deem just and proper.

The foregoing description is only a summary and is qualified in its entirety by reference to the Scarantino Complaint, a copy of which is filed as Exhibit (a)(5)(G) to this Schedule 14D-9. For a complete understanding of the Scarantino Complaint, you are encouraged to read the full text thereof.

A preliminary injunction could delay or jeopardize the completion of the Offer or the Merger, and permanent injunctive relief could indefinitely enjoin completion of the Offer or the Merger. MRV believes that the claims stated in the Scarantino Complaint have no merit; however, the outcome of this matter is uncertain.

ITEM 9. Exhibits

Item 9 (Exhibits) of the Schedule 14D-9 is hereby amended and supplemented by inserting the following exhibit thereto:

Exhibit No.	Description
(a)(5)(F)	Complaint captioned Ravindran Chelvaratnam, individually and on behalf of all others similarly situated v. Ken Traub, et al., filed on July 25, 2017, in the Superior Court of California for the County of Los Angeles.
(a)(5)(G)	Complaint captioned Louis Scarantino, On Behalf of Himself and All Others Similarly Situated v. MRV Communications, Inc., et al., filed on July 25, 2017, in the United States District Court for the Central District of California.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MRV COMMUNICATIONS, INC.
By:	/s/ Mark J. Bonney
	Name: Mark J. Bonney
	Title: Chief Executive Officer
	Date: July 27, 2017

EX-99.(A)(5)(F)

Exhibit (a)(5)(F)

David E. Bower (SBN 119546) MONTEVERDE & ASSOCIATES PC 600 Corporate Pointe, Suite 1170 Culver City, CA 90230 Tel: (213) 446-6652 Fax: (212) 202-7880 Attorneys for Plaintiffs conformed copy original filed superior court of California County of Los Angeles July 25 2017 SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF LOS ANGELES RAVINDRAN CHELVARATNAM, individually Case No. BC 669740 and on behalf of all others similarly situated, Plaintiffs, CLASS ACTION V. COMPLAINT FOR BREACHES OF FIDUCIARY DUTY KEN TRAUB, MARK J. BONNEY, ROBERT PONS, JEANNIE H. DIEFENDERFER, BRIAN BELLINGER, and JEFFREY TUDER, DEMAND FOR JURY TRIAL Assigned to Judge Ann Jones Defendants. Dept. 308 Plaintiff Ravindran Chelvaratnam (“Plaintiff’),by his attorneys, alleges upon information and belief, except for his own acts, which are alleged on personal knowledge, as follows: SUMMARY OF THE ACTION 1. This is a stockholder class action brought by plaintiff on behalf of all holders of MRV Communications, Inc. (“MRV” or the “Company”) common stock against the members of MRV’s board of directors (the “Board” or the “Defendants”). This action seeks to enjoin Defendants from further breaching their fiduciary duties in their pursuit of a sale of the Company at an unfair price and through an unfair and self-serving process to ADVA NA Holdings, Inc. (“ADVA”). 2. MRV is a Delaware corporation and maintains its headquaiters at 20520 Nordhoff Street, Chatsworth, California. The Company enables service providers, data center operators and COMPLAINT FOR BREACHES OF FIDUCIARY DUTY

enterprises to make their networks smarter, faster, and easier to operate. MRV’s end-to-end portfolio includes innovative packet, optical, and software platforms designed for flexibility and reliability. MRV’s common stock trades on the NASDAQ under the ticker symbol “MRVC”. 3. On July 2, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ADVA. 4. Pursuant to the Merger Agreement, on July 17, 2017, a wholly owned subsidiary of ADVA (“Merger Sub”) commenced a tender offer (the “Tender Offer”) to purchase all the outstanding shares of MRV common stock for $10.00 per share (the “Offer Price”). The Tender Offer is scheduled to expire at 12:00 midnight, Eastern time, at the end of the day on August 11, 2017. Upon the successful completion of the Tender Offer, Merger Sub will merge with and into MRV, with MRV continuing as the surviving corporation and a wholly owned subsidiary of ADVA (the “Proposed Transaction”). 5. The Offer Price undervalues MRV and provides a grossly insufficient premium to MRV stockholders. 6. Compounding the failure to provide adequate consideration, the sales and negotiation process leading up to the consummation of the Merger Agreement was fundamentally flawed. 7. Moreover, Defendants agreed to lock-up the Proposed Transaction with preclusive deal protection devices. Pursuant to the Merger Agreement, Defendants agreed to: (i) a strict no-solicitation provision that prevents the Company from soliciting other potential acquirers and continuing discussions and negotiations with potential acquirers; (ii) a matching rights provision that requires the Company to disclose confidential information about competing bids to ADVA within 48 hours; (iii) a provision that provides ADVA with five (5) business days to match any competing proposal in the event one is made; and (iv) a prohibitively large combined termination fee of up to $3,410,000. 8. Additionally, certain members of the Company’s Board and officers of the Company, along with affiliates of MRV stockholder Raging Capital Management, LLC (“Raging Capital”), have 3 COMPLAINT FOR BREACHES OF FIDUCIARY

signed Tender and Support Agreements covering all shares beneficially owned by such individuals. These agreements provide that the signatory will fully support the Tender Offer and oppose any alternative acquisition proposal. 9. These deal protection provisions and Support Agreements, particularly when considered collectively, substantially and improperly limit the Board’s ability to act with respect to investigating and pursuing superior proposals and alternatives, including a sale of all or part of MRV. 10. On July 17, 2017, MRV filed with the U.S. Securities and Exchange Commission (“SEC”) a materially incomplete and misleading Solicitation/Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”). The Recommendation Statement provides materially misleading information and omits material information related to the Tender Offer, including the financial analyses conducted by the Board’s financial advisor, Cowen and Company, LLC (“Cowen”), in support of its fairness opinion. 11. For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin Defendants from closing the Tender Offer and taking any further steps to consummate the Proposed Transaction, or, in the event the Proposed Transaction is consummated, to recover damages resulting from the Defendants’ violations of their fiduciary duties of loyalty, good faith, and due care. JURISDICTION AND VENUE 12. This Court has jurisdiction over the cause of action asserted herein pursuant to the California Constitution, art. VI, §10, because the cause of action is not given by statute to other trial courts. 13. This Court has personal jurisdiction over Defendants because they conduct business in and have sufficient minimum contacts with California, including maintaining their Company headquarters at 20520 Nordhoff St., Chatsworth, CA 91311. 14. Venue is proper in this Court because the conduct at issue took place and had an effect in this County. THE PARTIES 4 COMPLAINT FOR BREACHES OF FIDUCIARY

15. Plaintiff is, and has been at all relevant times, a stockholder of MRV. 16. Defendant Ken Traub is director of MRV and is the Chairman of the Board. In December 2015, Traub agreed to serve as a Managing Partner of Raging Capital, the Company’s largest stockholder, with obligations to Raging Capital effective immediately. 17. Defendant Mark J. Bonney is a director of MRV and is the President and Chief Executive Officer of the Company. 18. Defendant Robert Pons is, and has been at all relevant times, a director of the Company. 19. Defendant Jeannie H. Diefenderfer is, and has been at all relevant times, a director of the Company. 20. Defendant Brian Bellinger is, and has been at all relevant times, a director of the Company. Bellinger is also a Senior Analyst at Raging Capital. 21. Defendant Jeffrey Tuder is, and has been at all relevant times, a director of the Company. 22. The parties listed in paragraph 16-21 are referred to collectively as “Defendants”. THE DEFENDANTS’ FIDUCIARY DUTIES 23. By reason of the Defendants’ positions with the Company as officers and/or directors, said individuals are in a fiduciary relationship with Plaintiff and the other stockholders of MRV and owe Plaintiff and the other members of the Class (defined herein) the duties of good faith, fair dealing, candor, and loyalty. 24. By virtue of their positions as directors and/or officers of MRV, the Defendants, at all relevant times, had the power to control and influence, and did control, influence, and cause MRV to engage in the practices complained of herein. 25. Each of the Defendants is required to act in good faith, in the best interests of the Company’s stockholders, and with such care, including reasonable inquiry, as would be expected of an ordinarily prudent person. In a situation where the directors of a publicly traded company undertake a transaction that may result in a change in corporate control, the directors must take all steps 5 COMPLAINT FOR BREACHES OF FIDUCIARY

reasonably required to maximize the value stockholders will receive rather than use a change of control to benefit themselves. To diligently comply with this duty, the directors of a corporation may not take any action that: (a) adversely affects the value provided to the corporation’s stockholders; (b) contractually prohibits them from complying with or carrying out their fiduciary duties; (c) discourages or inhibits alternative offers to purchase control of the corporation or its assets; (d) will otherwise adversely affect their duty to search for and secure the best value reasonably available under the circumstances for the corporation’s stockholders; or (e) will provide the directors and/or officers with preferential treatment at the expense of, or separate from, the public stockholders. 26. Plaintiff alleges herein that the Defendants, separately and together, in connection with the Proposed Transaction, violated duties owed to Plaintiff and the other stockholders of MRV, including their duties of loyalty, good faith, due care, candor, and independence, insofar as they, inter alia: (i) failed to obtain the best price possible under the circumstances before entering into the Merger Agreement; (ii) engaged in self-dealing and obtained for themselves personal benefits, including personal financial benefits, not shared equally by Plaintiff or the other stockholders of MRV common stock; and (iii) caused the materially incomplete and misleading Recommendation Statement to be disseminated to the Company’s shareholders. CLASS ACTION ALLEGATIONS 27. Plaintiff brings this action pursuant to California Code of Civil Procedure §382, individually and on behalf of the stockholders of MRV common stock who are being and will be harmed by defendants’ actions described herein (the “Class”). The Class specifically excludes Defendants herein, and any person, firm, trust, corporation or other entity related to, or affiliated with, any of the Defendants. 6 COMPLAINT FOR BREACHES OF FIDUCIARY

28. This action is properly maintainable as a class action because: (a) The Class is so numerous that joinder of all members is impracticable. According to the Merger Agreement, as of the close of business on July 2, 2017, there were approximately 6.8 million shares of MRV common stock issued and outstanding. The actual number of public stockholders of MRV will be ascertained through discovery; (b) There are questions of law and fact which are common to the Class, including inter alia, the following: i. whether the Defendants have breached their fiduciary duties of undivided loyalty, independence, due care, and candor with respect to Plaintiff and the other members of the Class in connection with the Proposed Transaction; ii. whether Defendants are engaging in self-dealing in connection with the Proposed Transaction; iii. whether the Defendants have breached their fiduciary duty to secure and obtain the best price reasonable under the circumstances for the benefit of Plaintiff and the other members of the Class in connection with the Proposed Transaction; iv. whether Defendants are unjustly enriching themselves and other insiders or affiliates of MRV and/or ADVA; v. whether the Defendants, in bad faith and for improper motives, have impeded or erected barriers to discourage other offers for the Company or its assets; and vi. whether Plaintiff and the other members of the Class would suffer irreparable injury were the Proposed Transaction complained of herein consummated. (c) Plaintiff is an adequate representative of the Class, has retained competent counsel experienced in litigation of this nature and will fairly and adequately protect the interests of the Class; 7 COMPLAINT FOR BREACHES OF FIDUCIARY

(d) Plaintiff’s claims are typical of the claims of the other members of the Class and Plaintiff does not have any interests adverse to the Class; (e) The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for the party opposing the Class; (f) Plaintiff anticipates that there will be no difficulty in the management of this litigation and, thus, a class action is superior to other available methods for the fair and efficient adjudication of this controversy; and (g) Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole. THE OFFER PRICE UNDERVALUES MRV 29. MRV, incorporated on March 9, 1992, is a supplier of communications solutions to telecommunications service providers, enterprises, and governments throughout the world. The Company’s products enable customers to provide high-bandwidth data, video services, and mobile communications services. The Company operates through Network Equipment segment. Its Network Equipment segment designs, manufactures, sells, and services equipment used by commercial customers, governments, and telecommunications service providers. Its products include switches, optical transport platforms, physical layer products, out-of-band management products, and specialized networking products. MRV markets and sells its products, through a variety of channels, which include a direct sales force, manufacturers’ representatives, value-added-resellers, distributors, and systems integrators. 30. The Offer Price is grossly inadequate given MRV’s recent financial performance and strong growth prospects. In the six months leading up to the Merger Agreement, MRV’s stock price 8 COMPLAINT FOR BREACHES OF FIDUCIARY

increased approximately 24%, going from $7.95 on January 2, 2017 to $9.85 on June 30, 2017, as illustrated by the chart below: 31. At the time of the announcement of the Tender Offer, NCI stock was trading almost equal to the Offer Price. Typically, in merger situations the target company receives a substantial premium from the acquirer. Here, there is virtually no premium. On July 3, 2017, the day the Tender Offer was announced, MRV stock was trading at $9.90 per share. This means that the Offer Price represented a paltry 1% premium. The July 3rd stock price cannot be attributed to deal rumors, because there were no rumors prior to the announcement. The average price for the 12 months leading up to the announcement of the Proposed Transaction was also $9.90 per share. 9 COMPLAINT FOR BREACHES OF FIDUCIARY

32. Indeed, on March 9, 2017, the Company announced positive financial results for the 2016 fourth quarter and full fiscal year. The Company beat earnings projections for both the quarter and the year. CEO Bonney noted: “In the fourth quarter, we grew revenue 13% year-over year delivering revenue of $20.9 million, despite continued temporary softness in orders from two of our largest customers. In the quarter, we accomplished several important product development milestones and completed the transition of all packet and optical manufacturing to a single world-class manufacturing partner. Also, we implemented a cost reduction program that reduces our future operating costs by approximately $5 million per year while preserving our capability to execute on our product roadmap, support all of our customers and grow the business.” 33. As a result of the positive earnings report, MRV stock skyrocketed. The week after the earnings release, their stock was trading at $10.95 per share, up approximately 55%. 34. Financial analysts had long noted that MRV was trading at a very low multiple, and any deal, based on underlying value, would likely result in a large premium. Multiple analysts arrived at the same figure of 75% upside. More recently, financial analysts placed a price target for MRV at $13.50. This represents a significant premium to the Offer Price of $10. It is important to note that price targets are a predictive valuation of what the stock is worth on its own.1 They do not account for premiums associated with a merger or takeover. A “take-out price”, or the price that analysts predict in the event a merger or takeover, would include those premiums and be significantly higher. 35. In sum, the $10.00 per share Merger Consideration significantly undervalues MRV, especially given its recent financial performance. Having failed to maximize the sale price for the Company, Defendants breached the fiduciary duties they owe to the Company’s public stockholders, as the Company has been improperly valued and public stockholders will not receive adequate or fair value for their MRV common stock. THE BOARD CONDUCTED A FLAWED PROCESS THAT FAILED TO MAXIMIZE STOCKHOLDER VALUE 1 See http://www.investopedia.com/terms/p/pricetarget.asp 10 COMPLAINT FOR BREACHES OF FIDUCIARY

36. The Board conducted an unnecessarily desperate and flawed sales process that failed to maximize stockholder value. 37. In 2010, MRV began selling off the Company piece-by-piece. Now they have decided to hastily sell the entirety of MRV for an unfair price. The Board’s desire for the procession of the deal trumped the duty they owed to maximize stockholder value. 38. In October 2010, MRV completed the sale of its former wholly-owned subsidiaries Source Photonics, Inc. and Source Photonics Santa Clara, Inc. 39. In September 2011, MRV publicly announced that it retained investment bankers to assist it in exploring strategic alternatives with respect to its Network Equipment segment, including its Optical Communications Systems division and Creative Electronics Systems SA., its Swiss subsidiary in the aerospace and defense industry (“CES”). 40. On October 20, 2011, MRV announced a special cash dividend of approximately $75 million in the aggregate. 41. In March 2012, MRV completed the sale of CES to CES Holding SA. 42. On May 2, 2012, MRV announced a special cash dividend of approximately $48.6 million in the aggregate. 43. In October 2012, MRV sold two of the three businesses within its Network Integration segment. MRV sold all of the issued and outstanding capital stock of its former wholly-owned operating subsidiary, Alcadon-MRV AB based in Sweden. Also in October 2012, MRV sold all of the issued and outstanding capital stock of its former wholly-owned subsidiary, Pedrena Enterprises B.V., the parent company of Interdata, a wholly-owned operating subsidiary, based in France. 44. On December 3, 2012, MRV announced a special cash dividend of approximately $11 million in the aggregate and a share repurchase plan for up to $10 million of the then issued and outstanding shares of MRV’s common stock. 11 COMPLAINT FOR BREACHES OF FIDUCIARY

45. In December 2015, MRV sold the remainder of its Network Integration segment, which consisted of one business unit in Italy, Tecnonet S.p.A., that provided consulting, installation and support, and managed services for fixed line, cable, and mobile communications networks. 46. In the middle of 2016, the Board decided to sell the remainder of MRV. In June 2016, the Board engaged Cowen to act as its financial advisor throughout the Company’s sales process. 47. After contacting 78 parties, engaging in 21 non-disclosure agreements, meeting for 7 management presentations, and receiving 5 non-binding proposal letters, the Board was not happy with any of the offers. The sales process should have ended there, but it continued. The Board pressed on with negotiations with two of the parties to see if they could reach a better offer price, but failed to do so. Again, the sales process should have ended there, but it continued. 48. On October 6, 2016, ADVA indicated that they were not interested in pursuing a transaction with MRV at that time. ADVA further indicated that although they were not interested at that time, MRV could approach ADVA again once MRV had exhausted all prospects with other potential buyers. Sure enough, on February 21, 2017, MRV arranged and held a call with ADVA, during which MRV updated ADVA regarding the strategic merits of a combination between the two companies, and ADVA indicated that it would reconsider a potential acquisition. ADVA indicated that it would take two weeks to formulate a proposal. 49. After months of negotiating with ADVA, during a time which MRV saw their stock price climb higher and higher, the Board failed to receive an offer price they felt was fair. This is evinced by their repeated requests for ADVA to increase their Offer Price above $10.00. On June 27, 2017, ADVA indicated that they were completely unwilling to offer a price higher than $10.00, and that they might terminate the negotiations altogether. Finally, and conclusively, this should have ended the sales process, but it did not. Instead the Board agreed to a deal with ADVA for a derisory 1% premium. 50. As a result of the Proposed Transaction, all restricted stock units and options owned by the Board and MRV’s named executive officers will immediately vest and become due when the 12 COMPLAINT FOR BREACHES OF FIDUCIARY

Tender Offer is consummated. This places the Board’s interest in completing the transaction separate from stockholders generally. This is especially true for CEO and director Bonney, perhaps the single most important and influential Board member. Based solely upon the Merger Agreement and consummation of the Tender Offer, Bonney stands to receive over $4.5 million in new money. That figure does not include previously owned equity, or any of the compensation due with respect to his status as managing partner at Raging Capital. 51. In sum, the Board allowed itself to be taken advantage of by ADVA, which used the Company’s unrelenting desire to make a deal to drastically reduce the value of its offer. Rather than properly accounting for MRV’s recent financial performance, the Board inexplicably decided to accept ADVA’s substantially reduced offer. The Board, after the conclusion of a hastily run sales process, has thus agreed to sell the Company at an inopportune time and at a price that fails to adequately compensate MRV’s stockholders in light of the Company’s future prospects. THE MERGER AGREEMENT UNFAIRLY DETERS COMPETITIVE OFFERS AND IS UNDULY BENEFICIAL TO ADVA 52. The Proposed Transaction is also unfair because, as part of the Merger Agreement, Defendants agreed to certain onerous and preclusive deal protection devices that operate conjunctively to make the Tender Offer a fait accompli and ensure that no competing offers will emerge for the Company. 53. First, Section 6.3 of the Merger Agreement explicitly prohibits MRV or any of its affiliates from soliciting or proactively seeking a competing or better offer, as Section 6.3(a) states that the Company and its representatives shall not: (i) solicit, initiate, knowingly encourage or knowingly facilitate any Takeover Proposal or the making or consummation thereof or the making of any inquiry, offer or proposal that would reasonably be expected to lead to any Takeover Proposal, (ii) enter into, engage in or otherwise participate in any discussions (except to notify such Person of the existence of the provisions of this Section 6.3) or negotiations regarding, or furnish to any Person any non-public information in connection with, any Takeover Proposal, or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any 13 COMPLAINT FOR BREACHES OF FIDUCIARY

Takeover Proposal, (iii) approve or recommend, or make any public statement approving or recommending, a Takeover Proposal, (iv) enter into any letter of intent, merger agreement or other agreement providing for a Takeover Proposal, (v) submit any Takeover Proposal to a vote of the stockholders of the Company, (vi) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries, (vii) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL or (viii) resolve or agree to do any of the foregoing. 54. Furthermore, Section 6.3(c) grants ADVA recurring and unlimited matching rights, which gives MRV 48 hours to provide unfettered access to confidential, non-public information about competing proposals from third parties to ADVA. Additionally, Section 6.3 grants ADVA five (5) business days to negotiate with MRV, amend the terms of the Merger Agreement, and make a counter-offer that matches the superior offer. 55. The matching rights provision essentially ensures that no superior bidder will emerge. Any potential suitor will be unlikely to expend the time, cost, and effort to perform due diligence and make a superior proposal while knowing that MRV must inform ADVA of the terms and details of any superior proposal and allow ADVA five days to match. As a result, the matching rights provision unreasonably favors ADVA, to the detriment of MRV’s public stockholders. 56. Finally, Section 8.3 of the Merger Agreement requires the Company to pay ADVA a termination fee of $2,410,000 in the event the Company decides to pursue any alternative offer. The Merger Agreement also requires MRV to reimburse ADVA up to $ $1,000,000 in expenses under certain circumstances. Based on a transaction value of $68 million, this coercive termination fee of over 5% would require any competing bidder to agree to pay a naked premium simply for the right to provide MRV’s stockholders a superior offer. 57. Compounding matters, Raging Capital, Kenneth H. Traub, Robert M. Pons, Mark J. Bonney, Brian Bellinger, Jeannie H. Diefenderfer, Jeffrey Tuder, Stephen G. Krulik, and Adam L.A. Scheer (each, a “Supporting Stockholder”) entered into Tender and Support Agreements in connection with the Merger Agreement. The Support Agreements obligate the Supporting Stockholders to tender their shares of Company stock and otherwise support the transactions contemplated by the Merger 14 COMPLAINT FOR BREACHES OF FIDUCIARY

Agreement. Raging Capital beneficially owns 2,136,864 shares of MRV stock, which represents approximately 31.37% of the outstanding shares. Traub, Pons, Bonney, Bellinger, Tuder, Krulik, Scheer, and Diefenderfer beneficially own an aggregate of 386,258 shares of MRV stock, which represent approximately 5.67% of the shares of Common Stock. Together, as a result of the Support Agreements, over 37% of the outstanding shares of MRV stock have already been tendered in favor of the merger. These Support Agreements make it a near certainty that Tender Offer will consummate, and, therefore, are materially unfair to MRV stockholders generally. 58. Ultimately, these preclusive deal protection provisions impoperly restrain the Company’s ability to solicit or engage in negotiations with any third party regarding a proposal to acquire all or a significant interest in the Company. Accordingly, Plaintiff seeks injunctive and other equitable relief to prevent the irreparable injury that the Company’s stockholders will continue to suffer absent judicial intervention. THE MATERIALLY INCOMPLETE AND MISLEADING RECOMMENDATION STATEMENT 59. The Defendants further breached their fiduciary duties to MRV’s stockholders by causing the materially incomplete and misleading Recommendation Statement to be filed with the SEC on July 17, 2017. As discussed below, the Recommendation Statement omits material information that must be disclosed to enable MRV’s stockholders to make an informed decision with respect to the Tender Offer. 60. While the Recommendation Statement discloses certain information regarding the financial analyses Cowen performed to support its fairness opinion, the information is incomplete and misleading to stockholders because critical material information that was considered by Defendants has been omitted. 61. In connection with the Selected Companies and Selected Transactions Analyses, the Recommendation Statement fails to disclose the individual multiples the advisors utilized for each of the companies and transactions included in their analyses. A fair summary of these analyses requires 15 COMPLAINT FOR BREACHES OF FIDUCIARY

the disclosure of the individual multiples for each transaction and company utilized. Merely providing the range that a banker applied to render the implied per share value is insufficient, as stockholders are unable to assess whether the banker applied appropriate multiples, or, instead, applied unreasonably low multiples in order to drive down the implied valuation of the Company. The omission of the individual multiples renders the summary of these analyses set forth on pages 32-35 of the Recommendation Statement materially incomplete and misleading. 62. Additionally, in connection with the Discounted Cash Flow Analysis, the Recommendation Statement fails to disclose the following key components used in their analysis: (i) the inputs and assumptions underlying the calculation of the discount rate range of 16.0% to 20.0%; (ii) the inputs and assumptions underlying the selection of the terminal multiple range of 6.0x to 8.0x; (iii) the terminal value calculated utilizing the terminal multiple range; (iv) the value of MRV’s estimated United States federal net operating loss carry forwards that Cowen used to adjust the cash flows; and (v) the inputs and assumptions underlying the selection of the 18% discount rate applied to the estimated United States federal net operating loss carry forwards. 63. These key inputs are material to MRV stockholders, and their omission renders the summary of Cowen’s Discounted Cash Flow Analysis on page 35 of the Recommendation Statement incomplete and misleading. As a highly-respected professor explained in one of the most thorough law review articles regarding the fundamental flaws with the valuation analyses bankers perform in support of fairness opinions in a discounted cash flow analysis a banker takes management’s forecasts, and then makes several key choices “each of which can significantly affect the final valuation.” Steven M. Davidoff, Fairness Opinions, 55 Am. U.L. Rev. 1557, 1576 (2006). Such choices include “the appropriate discount rate, and the terminal value...” Id. As Professor Davidoff explains: There is substantial leeway to determine each of these, and any change can markedly affect the discounted cash flow value. For example, a change in the discount rate by one percent on a stream of cash flows in the billions of dollars can change the discounted cash flow value by tens if not hundreds of millions of dollars....This issue arises not only with a discounted cash flow analysis, but with each of the other valuation 16 COMPLAINT FOR BREACHES OF FIDUCIARY

techniques. This dazzling variability makes it difficult to rely, compare, or analyze the valuations underlying a fairness opinion unless full disclosure is made of the various inputs in the valuation process, the weight assigned for each, and the rationale underlying these choices. The substantial discretion and lack of guidelines and standards also makes the process vulnerable to manipulation to arrive at the “right” answer for fairness. This raises a further dilemma in light of the conflicted nature of the investment banks who often provide these opinions. Id. at 1577-78. 64. Each of the above-referenced omissions are material because without this information, the Company’s stockholders are unable to fully understand Cowen’s analysis and, thus, are unable to decide what weight, if any, to place on its fairness opinion in determining whether to tender their shares. The Company’s stockholders are entitled to the missing material information in order to make a fully informed decision concerning the Tender Offer. 65. In sum, by failing to engage in a reasonable and fair sales process, the Defendants have breached their fiduciary duties owed to MRV’s stockholders. The Board failed to obtain reasonable consideration for MRV’s stockholders, agreed to onerous deal protection devices that will undoubtedly prevent the emergence of a superior offer, put their personal interests and/or the interests of Raging Capital ahead of MRV’s other stockholders while negotiating the terms of the Merger Agreement, and caused the materially incomplete and misleading Recommendation Statement to be filed with the SEC. 66. The Board has thus prevented Plaintiff and the Class from being adequately compensated for their MRV shares. Accordingly, Plaintiff seeks injunctive and other equitable relief to prevent the irreparable injury that Company stockholders will continue to suffer absent judicial intervention. COUNT I Breach of Fiduciary Duties (Against All Defendants) 67. Plaintiff incorporates by reference and realleges each and every allegation contained above, as though fully set forth herein. 17 COMPLAINT FOR BREACHES OF FIDUCIARY

68. The Defendants have violated fiduciary duties of care, loyalty, and good owed to the stockholders of MRV, and as a result the Defendants have failed to maximize shareholder value. 69. By the acts, transactions and courses of conduct alleged herein, the Defendants, individually and acting as a part of a common plan, are attempting to unfairly deprive Plaintiff and other members of the Class of the true value of their investment in MRV. 70. As demonstrated by the allegations above, the Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, and care owed to the stockholders of MRV because, among other reasons, they failed to take reasonable steps to obtain and/or ensure that MRV stockholders receive adequate and fair value for their shares. 71. Further, the Defendants have caused materially misleading and incomplete information concerning the Proposed Transaction to be disseminated to the Company’s public stockholders. The Defendants have an obligation to be complete and accurate in their disclosures concerning the Proposed Transaction. The Recommendation Statement fails to disclose material information, including financial information and information necessary to prevent the statements contained therein from being misleading. Because of the Defendants’ failure to provide full and fair disclosure of material information concerning the Proposed Transaction, Plaintiff and the Class will be unable to make an informed decision with respect to the Tender Offer, and thus are damaged thereby. 72. The Defendants dominate and control the business and corporate affairs of MRV both through their positions within the Company and on the Board, and are in possession of private corporate information concerning MRV assets, business and future prospects. Thus, there exists an imbalance and disparity of knowledge and economic power between them and the public stockholders of MRV which makes it inherently unfair for them to benefit their own interests to the exclusion of maximizing stockholder value. 73. By reason of the foregoing acts, practices and course of conduct, the Defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward Plaintiff and the other members of the Class. 18 COMPLAINT FOR BREACHES OF FIDUCIARY

74. As a result of the Defendants’ actions, Plaintiff and the Class will suffer irreparable injury in that they have not and will not receive their fair portion of the value of MRV assets and businesses, have been and will be prevented from obtaining a fair price for their common stock, and will be forced to make an uniformed decagons regarding whether to tender their shares. 75. Unless the Defendants are enjoined by the Court, they will continue to breach their fiduciary duties owed to Plaintiff and the members of the Class, all to the irreparable harm of the members of the Class. 76. Plaintiff and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the immediate and irreparable injury which the Defendants’ actions threaten to inflict. PRAYER FOR RELIEF WHEREFORE, Plaintiff demands injunctive relief in his favor and in favor of the Class and against Defendants as follows: A. Declaring that this action is properly maintainable as a class action and certifying Plaintiff as Class representative; B. Preliminarily and permanently enjoining Defendants and their counsel, agents, employees and all persons acting under, in concert with, or for them, from proceeding with, consummating, or closing the Proposed Transaction, unless and until the Company adopts and implements a procedure or process to obtain an agreement providing fair and reasonable terms and consideration to Plaintiff and the Class, and disclose the material information omitted from the Recommendation Statement detailed above; C. Rescinding, to the extent already implemented, the Merger Agreement or any of the terms thereof, or granting Plaintiff and the Class rescissory damages; D. Directing the Defendants to account to Plaintiff and the Class for all damages suffered as a result of the Defendants wrongdoing; 19 COMPLAINT FOR BREACHES OF FIDUCIARY

E. Awarding Plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and F. Granting such other and further equitable relief as this Court may deem just and proper. DATED: July 24, 2017 Respectfully submitted David E. Bower OF COUNSEL MONTEVERDE & ASSOCIATES PC Juan E. Monteverde David E. Bower SBN 119546 The Empire State Building MONTEVERDE & ASSOCIATES PC 350 Fifth Avenue, Suite 4405 600 Corporate Pointe, Suite 1170 New York, New York 10118 Culver City, CA 90230 Tel: 212-971-1341 Tel: (310) 446-6652 Fax: 212-202-7880 Fax: (212) 202-7880 Email: dbower@monteverdelaw.com Email: jmonteverde@monteverdelaw.com Attorneys for Plaintiff Attorneys for Plaintiff 20 COMPLAINT FOR BREACHES OF FIDUCIARY

EX-99.(A)(5)(G)

Exhibit (a)(5)(G)

BRODSKY & SMITH, LLC Evan J. Smith 9595 Wilshire Boulevard, Suite 900 Beverly Hills, CA 90212 Phone: (877) 534-2590 Facsimile: (610) 667-9029 esmith@brodskysmith.com Attorneys for Plaintiff [Additional Counsel on Signature Page] UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA LOUIS SCARANTINO, On Behalf of Himself and All Others Similarly Case No. Situated, Plaintiff, CLASS ACTION v. COMPLAINT FOR VIOLATION MRV COMMUNICATIONS, INC., OF THE SECURITIES KENNETH TRAUB, ROBERT PONS, EXCHANGE ACT OF 1934 MARK J. BONNEY, JEANNIE H. DIEFENDERFER, BRIAN BELLINGER, JEFFREY TUDER, JURY TRIAL DEMANDED ADVA OPTICAL NETWORKING, ADVA NA HOLDINGS, INC., AND GOLDEN ACQUISITION CORPORATION, Defendants. Plaintiff, by and through his attorneys, alleges upon personal knowledge as to himself, and upon information and belief based upon, among other things, the investigation of counsel as to all other allegations herein, as follows: SUMMARY OF THE ACTION 1. This action stems from a proposed transaction announced on July 3, 2017 (the “Proposed Transaction”), pursuant to which MRV Communications, Inc. (“MRVC” or the “Company”) will be acquired by affiliates of ADVA Optical 1 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

Networking. 2. On July 2, 2017, MRVC’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with ADVA NA Holdings, Inc. (“Parent”) and Golden Acquisition Corporation (“Merger Sub,” and together with Parent and ADVA Optical Networking, “ADVA”). Pursuant to the terms of the Merger Agreement, ADVA commenced a tender offer, set to expire on August 11, 2017, and shareholders of MRVC will receive $10.00 in cash for each share of MRVC common stock. 3. On July 17, 2017, defendants filed a Solicitation/Recommendation Statement (the “Solicitation Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. 4. The Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading. Accordingly, plaintiff alleges herein that defendants violated Sections 14(e), 14(d), and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) in connection with the Solicitation Statement. JURISDICTION AND VENUE 5. This Court has jurisdiction over all claims asserted herein pursuant to Section 27 of the 1934 Act because the claims asserted herein arise under Sections 14(e), 14(d), and 20(a) of the 1934 Act and Rule 14a-9. 6. This Court has jurisdiction over defendants because each defendant is either a corporation that conducts business in and maintains operations within this District, or is an individual with sufficient minimum contacts with this District so as to make the exercise of jurisdiction by this Court permissible under traditional 2 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

notions of fair play and substantial justice. 7. Venue is proper under 28 U.S.C. § 1391 because a substantial portion of the transactions and wrongs complained of herein occurred in this District. PARTIES 8. Plaintiff is, and has been continuously throughout all times relevant hereto, the owner of MRVC common stock. 9. Defendant MRVC is a Delaware corporation and maintains its principal executive offices at 20520 Nordhoff Street, Chatsworth, CA 91311. MRVC’s common stock is traded on the NasdaqCM under the ticker symbol “MRVC.” 10. Defendant Kenneth Traub (“Traub”) has served as Chairman of the Board since January 2012 and as a director since October 2011. 11. Defendant Robert Pons (“Pons”) has served as Vice-Chairman of the Board since January 2012. 12. Defendant Mark J. Bonney (“Bonney”) is President and Chief Executive Officer (“CEO”) of MRVC, and has been a director since April 2013. Bonney served as Executive Vice President and Chief Financial Officer (“CFO”) from August 2014 to December 2014. 13. Defendant Jeannie H. Diefenderfer (“Diefenderfer”) is a director of MRVC. 14. Defendant Brian Bellinger (“Bellinger”) is a director of MRVC. 15. Defendant Jeffrey Tuder (“Tuder”) is a director of MRVC. 16. The defendants identified in paragraphs 10 through 15 are collectively referred to herein as the “Individual Defendants.” 17. Defendant Parent is a Delaware corporation and a party to the Merger Agreement. 3 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

18. Defendant Merger Sub is a Delaware corporation, a wholly-owned subsidiary of the Parent, and a party to the Merger Agreement. 19. Defendant ADVA Optical Networking is a European public limited liability company incorporated in Germany and organized under the laws of Germany and the European Union. CLASS ACTION ALLEGATIONS 20. Plaintiff brings this action as a class action on behalf of himself and the other public stockholders of MRVC (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendant. 21. This action is properly maintainable as a class action. 22. The Class is so numerous that joinder of all members is impracticable. As of July 2, 2017, there were approximately 6,812,047 shares of MRVC common stock outstanding, held by hundreds, if not thousands, of individuals and entities scattered throughout the country. 23. Questions of law and fact are common to the Class, including, among others, whether defendants violated the 1934 Act and whether defendants will irreparably harm plaintiff and the other members of the Class if defendants’ conduct complained of herein continues. 24. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class. 4 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

25. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications that would establish incompatible standards of conduct for defendants, or adjudications that would, as a practical matter, be dispositive of the interests of individual members of the Class who are not parties to the adjudications or would substantially impair or impede those non-party Class members’ ability to protect their interests. 26. Defendants have acted, or refused to act, on grounds generally applicable to the Class as a whole, and are causing injury to the entire Class. Therefore, final injunctive relief on behalf of the Class is appropriate. SUBSTANTIVE ALLEGATIONS Background of the Company and the Proposed Transaction 27. MRVC is a global supplier of packet and optical solutions that power the world’s largest networks. 28. MRVC’s products combine innovative hardware with intelligent software to make networks smarter, faster, and more efficient. 29. The Company enables service providers, data center operators, and large enterprises to cost-effectively evolve their networks to address mission-critical applications, such as high-capacity cloud and data center connectivity, business services, mobile backhaul, and the migration to virtualized and programmable networks. 30. On March 9, 2017, MRVC issued a press release wherein it reported its financial results for the three- and twelve-months ended December 31, 2016. For the fourth quarter of 2016, the Company reported that revenue was $20.9 million, compared to $18.6 million for the fourth quarter of 2015. GAAP gross profit totaled $10.3 million, an increase of 3% over $10.0 million last year. Additionally, non- 5 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

GAAP gross profit totaled $10.4 million, compared to $10.0 million last year. 31. In the March 9, 2017 press release, the Company also reported numerous key accomplishments from 2016. For example, the Company executed its on the go-to-market strategy, adding new customers in the regional service provider and carrier natural provider target market segments and significantly expanding relationships with existing Tier One accounts. MRVC increased its OptiDriver® customer count to 134 at December 31, 2016, including several new customers in the data center segment, growing the number of cumulative customers by 58% during the year. During 2016, the Company added 49 new OptiDriver customers of which 34 were new optical transport customers for MRVC. The Company also released a new enhancement to the field-proven OptiSwitch® product line the OS-V Series – a portfolio of MEF CE 2.0-Compliant modular and programmable 1GbE and 10GbE CPEs. Further, MRVC received several accolades and numerous awards for the OptiPacket® OPX-1, including the 2016 TMC Labs Innovation Award and the 2016 TMC Communications Solutions Product of the Year Award for MRVC’s 100G CE aggregation capability. 32. With respect to the results, Individual Defendant Bonney commented: In the fourth quarter, we grew revenue 13% year-over year delivering revenue of $20.9 million, despite continued temporary softness in orders from two of our largest customers[.] In the quarter, we accomplished several important product development milestones and completed the transition of all packet and optical manufacturing to a single world-class manufacturing partner. Also, we implemented a cost reduction program that reduces our future operating costs by approximately $5 million per year while preserving our capability to execute on our product roadmap, support all of our customers and grow the business. 33. Additionally, Adam Scheer, the Company’s Chief Operating Officer, 6 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

commented: With most of the heavy lifting associated with our product refresh behind us, the timing was right to streamline our cost structure. The team is now in a stronger position to drive profitable growth. In 2017, we are executing on a number of strategic development activities that include the release of new 100G and 200G products for optical transport, the launch of variants of the OS V-Series for a specific customer, and continued enhancements of our Pro-Vision® service orchestration platform. With these growth initiatives, and with a lower cost structure, we are well positioned for profitable growth going forward. 34. On May 3, 2017, MRVC issued a press release wherein it reported its financial results for the three months ended March 31, 2017. The Company reported that revenue was $21.2 million, compared to $18.9 million, up 12.1%, driven by strong growth of packet and optical products. With respect to the results, Individual Defendant Bonney commented: MRV’s investments in new product development over the past few years has enabled us to deepen our relationships with our major customers while broadening our market opportunities and customer base[.] We increased our revenue 12%, a second consecutive quarter of double digit year-over-year growth. Packet and optical revenue grew 17% year-over-year, with OptiDriver® and OptiSwitch® platforms increasing both quarter-over-quarter and year-over-year. In the quarter, we added 15 new OptiDriver customers. In addition, 13 customers have now purchased our new OptiSwitch V Series of enhanced packet switches. With the lower cost structure resulting from the initiatives we announced last quarter coupled with our increased momentum with both existing and new customers, we have built a strong foundation for sustainable, profitable growth. 35. Nevertheless, the Board caused the Company to enter into the Merger Agreement, pursuant to which MRVC will be acquired for inadequate consideration. 36. The Individual Defendants have all but ensured that another entity will not emerge with a competing proposal by agreeing to a “no solicitation” provision in the Merger Agreement that prohibits the Individual Defendants from soliciting 7 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

alternative proposals and severely constrains their ability to communicate and negotiate with potential buyers who wish to submit or have submitted unsolicited alternative proposals. 37. Further, the Company must promptly advise ADVA of any proposals or inquiries received from other parties. 38. Moreover, the Merger Agreement contains a highly restrictive “fiduciary out” provision permitting the Board to withdraw its approval of the Proposed Transaction under extremely limited circumstances, and grants ADVA a “matching right” with respect to any “Superior Proposal” made to the Company. 39. Further locking up control of the Company in favor of ADVA, the Merger Agreement provides for a “termination fee” of $2,410,000 payable by the Company to ADVA if the Individual Defendants cause the Company to terminate the Merger Agreement. 40. By agreeing to all of the deal protection devices, the Individual Defendants have locked up the Proposed Transaction and have precluded other bidders from making successful competing offers for the Company. 41. Additionally, Parent and Merger Sub entered into tender and support agreements (the “Support Agreements”) with the Individual Defendants and Raging Capital Management, LLC (“Raging Capital”), pursuant to which they have agreed to tender their shares in the tender offer. Accordingly, approximately 31.37% of the Company’s shares are already locked up in favor of the Proposed Transaction. 42. The consideration to be provided to plaintiff and the Class in the Proposed Transaction is inadequate. 43. Among other things, the intrinsic value of the Company is materially in excess of the amount offered in the Proposed Transaction. 8 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

44. Earlier this month, analysts at Northland Securities reaffirmed a price target for the Company’s stock of $14.00 per share, significantly higher than the merger consideration. 45. The merger consideration also apparently fails to adequately compensate the Company’s stockholders for the significant synergies that will result from the merger. 46. Accordingly, the Proposed Transaction will deny Class members their right to share proportionately and equitably in the true value of the Company’s valuable and profitable business, and future growth in profits and earnings. The Solicitation Statement Omits Material Information, Rendering It False and Misleading 47. Defendants filed the Solicitation Statement with the SEC in connection with the Proposed Transaction. 48. The Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading. 49. First, the Solicitation Statement omits material information regarding the Company’s financial projections and the analyses performed by the Company’s financial advisor, Cowen and Company, LLC (“Cowen”). 50. For example, with respect to the “Bidder Projections,” while the Solicitation Statement discloses certain projected financial information for MRVC, the Solicitation Statement fails to disclose, inter alia: (i) unlevered free cash flow; (ii) taxes; (iii) capital expenditures; (iv) changes in net working capital; (v) stock-based compensation; (vi) EBITDA; (vii) depreciation and amortization; (viii) earnings; and (ix) the Bidder Projections for years 2019 through 2022, or the 9 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

reason(s) the Bidder Projections only include years 2017 and 2018. 51. With respect to the “Non-GAAP Projections,” the Solicitation Statement fails to provide a reconciliation of all non-GAAP to GAAP metrics, as well as the Individual Defendants’ basis for not providing such projections to the prospective bidders. 52. With respect to Cowen’s Discounted Cash Flow Analysis, the Solicitation Statement fails to disclose: (i) the projected unlevered free cash flows used by Cowen in the analysis and corresponding definition and line items; (ii) the terminal value of MRVC; and (iii) the inputs and assumptions underlying the discount rate range of 16.0% to 20.0%. 53. With respect to Cowen’s Analysis of Selected Public Companies, the Solicitation Statement fails to disclose the individual multiples and financial metrics for the companies observed by Cowen in the analysis. 54. With respect to Cowen’s Analysis of Selected Transactions, the Solicitation Statement fails to disclose the individual multiples and financial metrics for the transactions observed by Cowen in the analysis. 55. When a banker’s endorsement of the fairness of a transaction is touted to shareholders, the valuation methods used to arrive at that opinion as well as the key inputs and range of ultimate values generated by those analyses must also be fairly disclosed. Moreover, the disclosure of projected financial information is material because it provides stockholders with a basis to project the future financial performance of a company, and allows stockholders to better understand the financial analyses performed by the company’s financial advisor in support of its fairness opinion. 56. The omission of this material information renders the Solicitation 10 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

Statement false and misleading, including, inter alia, the following section of the Solicitation Statement: “The Solicitation or Recommendation.” 57. Second, the Solicitation Statement fails to disclose whether any confidentiality agreements executed by MRVC and the prospective bidders contained standstill and/or “don’t ask, don’t waive” provisions that are or were preventing those counterparties from submitting superior offers to acquire the Company. 58. Without this information, stockholders may have the mistaken belief that, if these potentially interested parties wished to come forward with a superior offer, they are or were permitted to do so, when in fact they are or were contractually prohibited from doing so. 59. The omission of this material information renders the Solicitation Statement false and misleading, including, inter alia, the following section of the Solicitation Statement: “The Solicitation or Recommendation.” 60. Third, the Solicitation Statement omits material information regarding potential conflicts of interest of the Company’s officers and directors. 61. Specifically, the Solicitation Statement fails to disclose the timing and nature of all communications regarding future employment and directorship of MRVC’s officers and directors, including who participated in all such communications. 62. Communications regarding post-transaction employment during the negotiation of the underlying transaction must be disclosed to stockholders. This information is necessary for stockholders to understand potential conflicts of interest of management and the Board, as that information provides illumination concerning motivations that would prevent fiduciaries from acting solely in the best interests of 11 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

the Company’s stockholders. 63. Additionally, the Solicitation Statement fails to disclose Individual Defendant Traub’s connections with Raging Capital, which currently owns approximately 31% of the Company’s shares and is a party to one of the Support Agreements. 64. The omission of this material information renders the Solicitation Statement false and misleading, including, inter alia, the following section of the Solicitation Statement: “The Solicitation or Recommendation.” 65. Fourth, the Solicitation Statement omits material information regarding the background of the Proposed Transaction. The Company’s stockholders are entitled to an accurate description of the “process” the directors used in coming to their decision to support the Proposed Transaction. 66. For example, the Solicitation Statement fails to disclose the terms and value of all proposals and indications of interest received by the Company during the process leading up to the Merger Agreement. 67. Additionally, the Solicitation Statement states that: On April 11, 2017, Cowen held a conference call with Other Strategic Interested Party’s financial advisor, who indicated that the Other Strategic Interested Party was moving forward with its other acquisition and could potentially be interested in a roll-up acquisition of MRV following the closing of the other acquisition, but that any potential transaction with MRV was not likely until the summer of 2018 at the earliest. MRV management did not consider such a transaction in 2018 to be a realistic prospect. However, the Solicitation Statement fails to disclose MRVC’s management’s basis for not considering this interest as a “realistic prospect,” as well as whether there were any subsequent communications between the Company’s representatives and 12 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

the “Other Strategic Party.” 68. The omission of this material information renders the Solicitation Statement false and misleading, including, inter alia, the following section of the Solicitation Statement: “The Solicitation or Recommendation.” 69. The above-referenced omitted information, if disclosed, would significantly alter the total mix of information available to MRVC’s stockholders. COUNT I (Claim for Violation of Section 14(e) of the 1934 Act Against Defendants) 70. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein. 71. Section 14(e) of the 1934 Act states, in relevant part, that: It shall be unlawful for any person to make any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading . . . in connection with any tender offer or request or invitation for tenders[.] 72. Defendants disseminated the misleading Solicitation Statement, which contained statements that, in violation of Section 14(e) of the 1934 Act, in light of the circumstances under which they were made, omitted to state material facts necessary to make the statements therein not misleading. 73. The Solicitation Statement was prepared, reviewed, and/or disseminated by defendants. 74. The Solicitation Statement misrepresented and/or omitted material facts in connection with the Proposed Transaction as set forth above. 75. By virtue of their positions within the Company and/or roles in the process and the preparation of the Solicitation Statement, defendants were aware of this information and their duty to disclose this information in the Solicitation 13 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

Statement. 76. The omissions in the Solicitation Statement are material in that a reasonable shareholder will consider them important in deciding whether to tender their shares in connection with the Proposed Transaction. In addition, a reasonable investor will view a full and accurate disclosure as significantly altering the total mix of information made available. 77. Defendants knowingly or with deliberate recklessness omitted the material information identified above in the Solicitation Statement, causing statements therein to be materially incomplete and misleading. 78. By reason of the foregoing, defendants violated Section 14(e) of the 1934 Act. 79. Because of the false and misleading statements in the Solicitation Statement, plaintiff and the Class are threatened with irreparable harm. 80. Plaintiff and the Class have no adequate remedy at law. COUNT II (Claim for Violation of 14(d) of the 1934 Act Against Defendants) 81. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein. 82. Section 14(d)(4) of the 1934 Act states: Any solicitation or recommendation to the holders of such a security to accept or reject a tender offer or request or invitation for tenders shall be made in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. 83. Rule 14d-9(d) states, in relevant part: Any solicitation or recommendation to holders of a class of securities referred to in section 14(d)(1) of the Act with respect to a tender offer for such securities shall include the name of the person making such solicitation or recommendation and the information required by Items 1 through 8 of Schedule 14D-9 (§ 240.14d-101) or a fair and adequate 14 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

summary thereof[.] Item 8 requires that directors must “furnish such additional information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not materially misleading.” 84. The Solicitation Statement violates Section 14(d)(4) and Rule 14d-9 because it omits the material facts set forth above, which renders the Solicitation Statement false and/or misleading. 85. Defendants knowingly or with deliberate recklessness omitted the material information set forth above, causing statements therein to be materially incomplete and misleading. 86. The omissions in the Solicitation Statement are material to plaintiff and the Class, and they will be deprived of their entitlement to make a fully informed decision with respect to the Proposed Transaction if such misrepresentations and omissions are not corrected prior to the expiration of the tender offer. 87. Plaintiff and the Class have no adequate remedy at law. COUNT III (Claim for Violation of Section 20(a) of the 1934 Act Against the Individual Defendants and ADVA) 88. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein. 89. The Individual Defendants and ADVA acted as controlling persons of MRVC within the meaning of Section 20(a) of the 1934 Act as alleged herein. By virtue of their positions as officers and/or directors of MRVC and participation in and/or awareness of the Company’s operations and/or intimate knowledge of the false statements contained in the Solicitation Statement filed with the SEC, they had the power to influence and control and did influence and control, directly or 15 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

indirectly, the decision making of the Company, including the content and dissemination of the various statements that plaintiff contends are false and misleading. 90. Each of the Individual Defendants and ADVA was provided with or had unlimited access to copies of the Solicitation Statement alleged by plaintiff to be misleading prior to and/or shortly after these statements were issued and had the ability to prevent the issuance of the statements or cause them to be corrected. 91. In particular, each of the Individual Defendants had direct and supervisory involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had the power to control and influence the particular transactions giving rise to the violations as alleged herein, and exercised the same. The Solicitation Statement contains the unanimous recommendation of the Individual Defendants to approve the Proposed Transaction. They were thus directly connected with and involved in the making of the Solicitation Statement. 92. ADVA also had direct supervisory control over the composition of the Solicitation Statement and the information disclosed therein, as well as the information that was omitted and/or misrepresented in the Solicitation Statement. 93. By virtue of the foregoing, the Individual Defendants and ADVA violated Section 20(a) of the 1934 Act. 94. As set forth above, the Individual Defendants and ADVA had the ability to exercise control over and did control a person or persons who have each violated Section 14(e) of the 1934 Act and Rule 14a-9, by their acts and omissions as alleged herein. By virtue of their positions as controlling persons, these defendants are liable pursuant to Section 20(a) of the 1934 Act. 95. As a direct and proximate result of defendants’ conduct, plaintiff and 16 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

the Class are threatened with irreparable harm. 96. Plaintiff and the Class have no adequate remedy at law. PRAYER FOR RELIEF WHEREFORE, plaintiff prays for judgment and relief as follows: A. Enjoining defendants and all persons acting in concert with them from proceeding with, consummating, or closing the Proposed Transaction; B. In the event defendants consummate the Proposed Transaction, rescinding it and setting it aside or awarding rescissory damages; C. Directing the Individual Defendants to file a Solicitation Statement that does not contain any untrue statements of material fact and that states all material facts required in it or necessary to make the statements contained therein not misleading; D. Declaring that defendants violated Sections 14(e), 14(d), and 20(a) of the 1934 Act, as well as Rule 14a-9 promulgated thereunder; E. Awarding plaintiff the costs of this action, including reasonable allowance for plaintiff’s attorneys’ and experts’ fees; and F. Granting such other and further relief as this Court may deem just and proper. JURY DEMAND Plaintiff hereby demands a trial by jury. 17 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

Dated: July 25, 2017 BRODSKY & SMITH, LLC By: Evan J. Smith 9595 Wilshire Boulevard, Suite 900 Beverly Hills CA 90212 Phone: (877) 534-2590 Facsimile: (610) 667-9029 esmith@brodskysmith.com Attornevs for Plaintiff OF COUNSEL: RIGRODSKY & LONG, P.A. Brian D. Long 2 Righter Parkway Suite 120 Wilmington, DE 19803 (302) 295-5310 RM LAW, P.C. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 (484) 324-6800 18 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

CERTIFICATION OF PLAINTIFF I, Louis Scarantino (“Plaintiff”), hereby declare as to the claims asserted under the federal securities laws that: 1. Plaintiff has reviewed the complaint and authorizes its filing. 2. Plaintiff did not purchase the security that is the subject of this action at the direction of Plaintiff’s counsel or in order to participate in any private action. 3. Plaintiff is willing to serve as a representative party on behalf of the class, either individually or as part of a group, and I will testify at deposition or trial, if necessary. I understand that this is not a claim form and that I do not need to execute this Certification to share in any recovery as a member of the class. 4. Plaintiff’s purchase and sale transactions in the MRV Communications, Inc. (NasdaqCM: MRVC) security that is the subject of this action during the class period is/are as follows: PURCHASES SALES Buy Shares Price per Sell Shares Price per Date Share Date Share 11/4/16 45 $7.75 Please list additional transactions on separate sheet of paper, if necessary. 5. Plaintiff has complete authority to bring a suit to recover for investment losses on behalf of purchasers of the subject securities described herein (including Plaintiff, any co-owners, any corporations or other entities, and/or any beneficial owners).

6. During the three years prior to the date of this Certification, Plaintiff has not moved to serve as a representative party for a class in an action filed under the federal securities laws. 7. Plaintiff will not accept any payment for serving as a representative party on behalf of the class beyond Plaintiff’s pro rata share of any recovery, except such reasonable costs and expenses (including lost wages) directly relating to the representation of the class as ordered or approved by the Court. I declare under penalty of perjury that the foregoing is true and correct. Executed this 25th day of July, 2017. Louis Scarantino