Nepean, Ontario and San Jose, California- April 4, 2000 - JDS Uniphase Corporation (Nasdaq: JDSU and TSE:JDU) today announced the signing of a definitive agreement to acquire Cronos Integrated Microsystems, Inc. for $750 million payable in stock. Cronos, based in Research Triangle Park, North Carolina, is a pioneer and leading provider of optical MEMS (micro-electro-mechanical systems) devices to the telecommunications industry.
MEMS technology is expected to play a key role in a wide variety of future generations of optical components. Such components include optical switches, attenuators, gain equalizers, dispersion compensators and programmable add/drop modules. MEMS devices enable the creation of arrays of very small, high capacity switches, and it is anticipated that they will play a critical role in the development of large-scale optical switches and crossconnects. These products are believed to be important to the future expansion of fiberoptic networks since they allow signals to remain in the optical realm, thereby avoiding the optical-electronic-optical conversion of traditional switches. Large optical switches, unlike electronic switches, would have the additional benefit of being wavelength and bit rate independent. JDS Uniphase currently produces both optomechanical and polymer-based switches, and the company expects to offer MEMS-based optical switches in the future.
MEMS devices are mechanically controllable silicon microstructures that can be used to switch, attenuate, tune or otherwise control light. The manufacturing processes are based on well established semiconductor industry techniques, and for many design applications, MEMS devices are believed to take up less space, consume less power, and are less costly to produce in large volumes than traditional electronic and electromechanical components.
Growing out of research roots from its former parent - MCNC, formerly known as the Microelectronics Center of North Carolina - Cronos is now a full capability source for the design, prototyping and manufacturing of MEMS optical devices based on all three recognized forms of this technology: surface, bulk and high aspect ratio micromachining. With this broad suite of capabilities, JDS Uniphase believes Cronos is positioned to deliver new, integrated optical devices with complex functionality to meet emerging needs in high bandwidth optical telecommunications.
The number of JDS Uniphase shares constituting the $750 million consideration will be determined based on the JDS Uniphase Common Stock market prices preceding the closing. A closing in the current month is anticipated, subject to certain closing conditions, including Cronos stockholder approval. Concurrent with the execution of the acquisition agreement, Cronos stockholders representing a majority of the outstanding Cronos voting stock agreed to vote their shares in favor of the transaction. No regulatory reviews are required for the transaction.
"All optical switching is clearly one of the next great hurdles for the fiberoptic industry," said Kevin Kalkhoven, Co-chairman and CEO of JDS Uniphase. "We believe the addition of Cronos to the JDS Uniphase family is an important step in giving us the technology to help our customers create systems that will enable the continued evolution of the optical network."
"We believe MEMS is a key enabling technology that addresses not just the needs of a single product or application," added Jozef Straus, JDS Uniphase Co-chairman, President and COO. "We anticipate MEMS will represent a fundamental capability in the manufacturing of a wide variety of products and solutions we intend to offer in the future. Our colleagues at Cronos are truly leaders in this field, and we are thrilled to have them on our team."
"This is an exciting day for Cronos and the MEMS community," observed Robert Bratter, Cronos President and CEO. "It has been our goal to take MEMS to the core of fiberoptic communications and we are extremely pleased that JDS Uniphase is joining us in our quest to make MEMS the technology centerpiece of optical networking."
A conference call regarding this announcement has been scheduled today at 8:00 a.m. Eastern, 5:00 a.m. Pacific Daylight Time. The direct dial-in numbers are 800-230-1085 in the U.S. and Canada, and 612-288-0318 internationally. A replay of the call will be available for 48 hours at 800-475-6701, access number 511829.
Cronos Integrated Microsystems, Inc. is a leading provider of MEMS components and component technology to the fiberoptic communications market. Cronos has created a standardized manufacturing platform for MEMS processing and components consisting of simple building blocks that comprise an application-specific approach to MEMS. This approach further streamlines MEMS integration into optical communication products significantly reducing time to market for component and system manufacturers. More information regarding Cronos Integrated Microsystems, Inc. can be found at http://www.memsrus.com/.
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.jdsunph.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 "believe," "intends," "anticipates," "designed," "expects," "goal" and similar words. Such forward-looking statements include, but are not limited to (a) statements regarding the current and future capability of MEMS technology and the role , capability, functionality and suitability of MEMS technology in future generation optical switches, crossconnects and other optical components and products; (b) the ability of JDS Uniphase and Cronos to offer and produce MEMS-based optical products in the future; and (c) the anticipated closing date for the acquisition. 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 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 assumes no obligation to update the reasons why actual results could differ materially from those projected in the forward-looking statements.