Proposed Remedy Submitted to Department of Justice
For further information contact:
Anthony R. Muller, EVP and CFO, JDS Uniphase Corporation, 408-434-1800
Michael L. Foster, VP Finance and CFO, SDL, Inc., 408-943-9411
Nepean, Ontario and San Jose, California January 24, 2001-- JDS Uniphase Corporation (NASDAQ: JDSU; TSE: JDU) and SDL, Inc. (NASDAQ: SDLI) announced today that they expect to complete the merger of the companies in February 2001 because of the time required to complete the regulatory approval process. As a result, the companies will adjourn their special meetings of stockholders currently scheduled to be reconvened at 10:00 a.m., Pacific Standard Time, January 26, 2001 to 10:00 a.m., Pacific Standard Time, February 12, 2001.
JDS Uniphase has submitted to the United States Department of Justice a proposed remedy to respond to concerns raised by the Department in its Hart Scott Rodino review of the proposed merger of JDS Uniphase and SDL. If, following review of the remedy, the Department grants clearance for the proposed merger, JDS Uniphase will announce the details of the remedy and provide such information to stockholders in SEC filings in advance of the rescheduled stockholder meeting date.
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 http://www.sdli.com/.
About JDS Uniphase
JDS Uniphase, headquartered in Nepean, Ontario and San Jose, California, 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/.
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 merger and of Justice Department clearance of the merger. 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 raised by regulatory authorities as well as 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 JDS Uniphase Corporation and SDL, Inc. do not assume any obligation to update the reasons why actual results could differ materially from those projected in the forward-looking statements.
Readers are urged to read the proxy statement/prospectus included in JDS Uniphase Corporation?s Registration Statement on Form S-4, in connection with the transaction filed with the Securities and Exchange Commission (SEC), because the proxy statement/prospectus and the Registration Statement on Form S-4 contain important information. Copies of the proxy statement/prospectus and the Registration Statement on Form S-4 are free of charge on the SEC web site, and 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). Requests for documents relating to SDL, Inc. should be directed to SDL, Inc., 80 Rose Orchard Way, San Jose, CA 95134, Attention: Investor Relations (408-943-4343).
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