Ottawa, Ontario and San Jose, California – February 12, 2001 – JDS Uniphase Corporation (Nasdaq: JDSU; TSE: JDU) and SDL, Inc. (NASDAQ: SDLI) announced today that their respective stockholders have approved their previously announced merger. The companies expect the merger to close shortly.

As previously announced, the merger has received antitrust clearance from the Department of Justice, and now remains subject only to completion of JDS Uniphase’s pending sale of its Zurich subsidiary to Nortel Networks Corporation.

After the expected closing, JDS Uniphase will host a conference call at 4:30 PM EST February 13, 2001 to discuss post-merger integration programs and guidance for financial performance in future periods.

The call will be simultaneously webcast on the JDS Uniphase website at www.jdsuniphase.com under Corporate Information / Investor Relations / Webcasts & Presentations, and will be available as a replay for an extended time.

For those who prefer to access the call by telephone, the dial-in number is 212-896-6158. Callers can dial in 10 minutes before the scheduled start time. There will be a recorded message and automated music hold until the conference begins.

In addition, a telephonic replay will be available from 6:30 PM Eastern Time February 13 through 6:30 PM Eastern Time February 16, 2001 at 800-633-8284 Domestic / 858-812-6440 International, access code 17954102. Conference call services are provided by Global Crossing.

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 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 “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 and any implication as to the successful integration of SDL and JDS Uniphase. 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 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.

 

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