1
[JDS Uniphase Logo]
JDS Uniphase Corporation
210 Baypointe Parkway
San Jose, CA
95134 USA
Tel 408 434-1800
Fax 408 954-0760
Www.jdsuniphase.com
JDS UNIPHASE RECEIVES JUSTICE DEPARTMENT CLEARANCE
FOR SDL MERGER
TO SELL ZURICH SUBSIDIARY TO NORTEL NETWORKS AND EXPAND SUPPLY RELATIONSHIP
OTTAWA, ONTARIO AND SAN JOSE, CALIFORNIA -- FEBRUARY 6, 2001 -- JDS
Uniphase Corporation (NASDAQ: JDSU; TSE: JDU) and SDL, Inc. (NASDAQ: SDLI)
announced today that the United States Department of Justice will permit the
merger between the companies in light of JDS Uniphase' agreement to sell its
Zurich subsidiary to Nortel Networks (NYSE: NT; TSE: NT), as described in this
release. The merger now remains subject only to the approval of JDS Uniphase and
SDL stockholders, pursuant to stockholder meetings set for February 12, 2001,
and the closing of the sale of the Zurich subsidiary to Nortel Networks. JDS
Uniphase and SDL expect to close the merger shortly after obtaining the required
stockholder approvals.
JDS Uniphase has entered into a definitive agreement with Nortel
Networks for Nortel Networks to acquire JDS Uniphase's Zurich, Switzerland
subsidiary for Nortel Networks common stock valued at $2.5 billion, as well as
up to an additional $500 million in Nortel Networks common stock payable to the
extent Nortel Networks' purchases do not meet certain levels under new and
existing programs through December 31, 2003. Completion of the transaction is
subject to the satisfaction of all remaining conditions to completion of JDS
Uniphase's pending merger with SDL, Inc., along with customary closing
conditions. The transaction has received United States Department of Justice
approval. No additional regulatory approvals are required in connection with
this transaction. Following completion of the transaction the Zurich subsidiary
will become a wholly owned subsidiary of Nortel Networks. The pending sale
transaction does not include JDS Uniphase laser packaging operations in the
United Kingdom. In addition, JDS Uniphase and Nortel Networks have entered into
certain other purchase/supply contracts with each other, which are expected to
enhance their ongoing relationship.
2
JDS Uniphase Press Release
Page 2
"We are pleased that the agreement with Nortel Networks permits us to
complete our merger with SDL. We now look forward to quickly completing the
transaction and moving ahead with the merger of our businesses in order to
exploit the synergies that will enable us to serve our customers better," said
Jozef Straus, Ph.D., Chief Executive Officer and Co-Chairman of JDS Uniphase.
"Moreover, we will miss the contribution and creativity of these dedicated
employees. However, in Nortel Networks, we believe we have found the right
company to continue the growth of this business, while at the same time further
cementing and growing our highly valued relationship with this global leader."
"The satisfactory conclusion of the Justice Department's review of our
pending merger allows us to move forward with closing this historic
transaction," said Donald R. Scifres, Ph.D., Chief Executive Officer and
Chairman of SDL, Inc. "Our respective employees and business partners are
excited about realizing the opportunities the combined company can achieve."
JDS Uniphase will host a conference call regarding the SDL merger at
11:00 AM Eastern Time today, February 6, 2001. The call will be simultaneously
webcast on the JDS Uniphase website at www.jdsuniphase.com under Corporate
Information / Investor Relations / Webcasts & Presentations. The call will also
be available via telephone for those electing not to utilize the webcast.
Listeners may dial in to (212) 896-6044 approximately ten minutes prior to the
start of the conference call, and will be kept on music hold until the
conference begins. There will be no operator assistance.
A replay of the call will be available on the company's website at
www.jdsuniphase.com under Corporate Information / Investor Relations / Webcasts
& Presentations. In addition, a telephone replay will be available starting
approximately one hour after the call ends through midnight, February 11, 2001.
The replay numbers are 800-633-8284 domestic / 858-812-6440 international,
access code 17906343. Global Crossing is providing conference call services.
ABOUT JDS UNIPHASE
JDS Uniphase, headquartered in Ottawa, Ontario and San Jose, Calif., is
a high technology company that designs, develops, manufactures and distributes a
comprehensive range of products for the growing fiberoptic communications
market. These products are deployed by system manufacturers worldwide to develop
advanced optical networks for the
3
JDS Uniphase Press Release
Page 3
telecommunications and cable television industries. JDS Uniphase Corporation is
traded on the Nasdaq National Market under the symbol JDSU and the exchangeable
shares of JDS Uniphase Canada Ltd. are traded on The Toronto Stock Exchange
under the symbol JDU. More information on JDS Uniphase is available at
www.jdsuniphase.com.
ABOUT SDL
SDL's products power the transmission of data, voice and Internet
information over fiber optic networks to meet the needs of telecommunications,
data transmission, dense wavelength division multiplexing (DWDM) and cable
television applications. They enable customers to meet the bandwidth needs of
increasing Internet, data, video and voice traffic by expanding their fiber
optic communications networks much more quickly and efficiently than would be
possible using conventional electronic and optical technologies. SDL's optical
products also serve a variety of non-communications applications, including
materials processing and printing. Additional information about SDL, Inc. is
available on the Internet at www.sdli.com.
The statements contained in this press release that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These statements may be identified by their use of forward-looking
terminology such as "goals", "believes", "promises", "intends" and "expects" and
similar words. Such forward-looking statements include, but are not limited to,
statements regarding the likelihood and timing of the closing of the
transactions described in this press release, any expected benefits of the sale
of the Zurich subsidiary to Nortel Networks, any implication as to the
successful integration of SDL and JDS Uniphase and any benefits resulting
therefrom, the likelihood of payment of any portion of the deferred
consideration, which is wholly contingent on certain future events, and any
expected future benefits of our relationship with Nortel Networks. Such
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those projected for both companies.
Risks and uncertainties that could cause actual results to differ materially
from such forward-looking statements include, but are not limited to, the
inability to timely resolve issues relative to the transactions described in
this press release as well as factors discussed from time to time in
4
JDS Uniphase Press Release
Page 4
reports filed by JDS Uniphase Corporation with the Securities and Exchange
Commission. The forward-looking statements contained in this news release are
made as of the date hereof and JDS Uniphase Corporation does not assume any
obligation to update the reasons why actual results could differ materially from
those projected in the forward-looking statements.
Copies of reports, proxy statements, and other information regarding JDS
Uniphase Corporation filed with the SEC are available from JDS Uniphase
Corporation free of charge. Requests for documents relating to JDS Uniphase
should be directed to JDS Uniphase Corporation, 210 Baypointe Parkway, San Jose,
CA 95134, Attention: Investor Relations (408-434-1800).
Source: JDS Uniphase Corporation and SDL, Inc.
# # #