Nepean, Ontario and San Jose, Calif., August 24, 2000 - JDS Uniphase Corporation (Nasdaq: JDSU and TSE: JDU) and SDL, Inc. (Nasdaq: SDLI) announced that they have received requests for additional information and other documentary material from the U.S. Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR"), with respect to JDS Uniphase's previously announced merger with SDL. This request, which was received late on August 24, 2000, extends the waiting period under HSR.
JDS Uniphase and SDL intend to respond promptly and fully to the government requests, which are not unusual in a merger of this size that involves new, rapidly changing and important technologies. The parties expect to consummate the transaction in the fourth calendar quarter of this year, as originally indicated at the time of the merger announcement.
JDS Uniphase and SDL announced their agreement to merge on July 10, 2000. The merger agreement provides for the exchange of 3.8 shares of JDS Uniphase common stock for each common share of SDL. The merger is subject to the approval of SDL and JDS Uniphase stockholders, United States and Canadian regulatory approvals and other customary closing conditions.
JDS Uniphase 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 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 http://www.jdsuniphase.com/.
SDL, Inc. (NASDAQ: SDLI), is headquartered in San Jose, California. SDL's products power the transmission of data, voice, video and Internet information over fiber optic networks to meet the needs of telecommunications, cable television and satellite communications 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 http://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 Act of 1934. These statements may be identified by their use of forward-looking terminology such as "believes," "expects," "may," "should," "would," "will," "intends," "intention," "plans," "estimates," "anticipates," and similar words. Such forward-looking statements include, but are not limited to, the statement as to the expected closing date of the merger of JDS Uniphase and SDL. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. Risks and uncertainties that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, factors discussed from time to time in reports filed by JDS Uniphase Corporation and SDL, Inc. with the Securities and Exchange Commission. The forward-looking statements contained in this news release are made as of the date hereof and neither JDS Uniphase Corporation nor SDL, Inc. assumes any obligation to update the reasons why actual results could differ materially from those projected in the forward-looking statements.
For further information, please contact:
Anthony R. Muller, EVP and Chief Financial Officer, JDS Uniphase, (408) 434-1800
Michael L. Foster, VP Finance and CFO, SDL, Inc., (408) 943-4344