Milpitas, California, September 21, 2006 – JDSU today announced that its Board of Directors has approved a 1-for-8 reverse split of its common stock, following approval by the Company’s stockholders on December 1, 2005. The reverse stock split will be effective at 11:59 pm, Eastern Time, on Monday, October 16, 2006. JDSU’s common stock will begin trading on the NASDAQ on a split adjusted basis when the market opens on Tuesday, October 17, 2006, under the temporary trading symbol “JDSUD”. The trading symbol will revert to “JDSU” after approximately twenty trading days.
JDSU’s reverse stock split is intended to enhance investors’ visibility into the Company’s profitability on a per share basis. The Company also believes that a higher share price could broaden JDSU’s appeal to investors, in addition to reducing per share transaction fees and certain administrative costs.
The reverse split will reduce the number of shares of the Company’s common stock outstanding from approximately 1.7 billion to approximately 211 million. Furthermore, proportional adjustments will be made to JDSU stock options and other equity incentive awards, equity compensation plans and convertible notes. The number of authorized shares of common stock will be reduced from 6 billion to 1 billion.
The exchangeable shares of JDS Uniphase Canada Ltd. (“JDU”), a subsidiary of the Company listed on the Toronto Stock Exchange, will effect a comparable reverse stock split at the same ratio of 1-for-8. No adjustment to the trading symbol “JDU” will be made for the exchangeable shares. The reverse split will reduce the number of exchangeable shares outstanding from approximately 51 million to approximately 6 million.
Information for Stockholders
Upon execution, JDSU stockholders will receive one new share of JDSU common stock for every eight shares held. Registered holders of JDSU common stock, listed on the NASDAQ, will receive a letter of transmittal shortly after the effective date with instructions for the exchange of stock certificates. Stockholders with shares in brokerage accounts will be contacted by their brokers with instructions. American Stock Transfer and Trust Company will act as the exchange agent, and can be contacted at (800) 937-5449.
Registered holders of JDU exchangeable shares will also receive a letter of transmittal with instructions for the exchange of stock certificates. Stockholders with shares in brokerage accounts will be contacted by their brokers with instructions. CIBC Mellon will act as the exchange agent, and can be contacted at (800) 387-0825.
JDSU will not issue fractional shares as a result of the reverse stock split. For registered stockholders, the transfer agents for JDSU common stock (American Stock Transfer and Trust Company) and for JDU exchangeable shares (CIBC Mellon), will aggregate all fractional shares and arrange for their sale on the open market shortly after the effective date. Following the sale, stockholders will receive a cash payment from the transfer agent in an amount equal to the stockholders’ pro rata share of the total net proceeds of these sales. No transaction costs will be assessed. Stockholders with shares held in brokerage accounts are encouraged to contact their brokers with any questions as some brokers may have different procedures for payment of fractional shares.
More information on JDSU’s reverse stock split is available in our “Reverse Stock Split Fact Sheet and FAQ” available at www.jdsu.com/investors.
About JDSU
JDSU (NASDAQ: JDSU; and TSX: JDU) is committed to enabling broadband & optical innovation in the communications, commercial and consumer markets. JDSU is a leading provider of communications test and measurement solutions and optical products for telecommunications service providers, cable operators, and network equipment manufacturers. Furthermore, JDSU is a leading provider of innovative optical solutions for medical/environmental instrumentation, semiconductor processing, display, brand authentication, aerospace and defense, and decorative applications. More information is available at www.jdsu.com.
Contacts
Investors: Jacquie Ross, 408-546-4445, investor.relations@jdsu.com
Press: Kathleen Greene, 408-546-5852, kathleen.greene@jdsu.com
Forward-Looking Statements
This press release contains 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. Forward-looking statements include statements regarding JDSU’s expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "expect," "intend," "may," "should," "will," and "would" or similar words. Forward looking statements in this release include: (i) that the reverse split will increase the per share trading price of the Company’s common stock, broaden the Company’s appeal to investors and reduce per share transaction fees; (ii) that the Company will realize reduced administrative costs as a result of the reverse stock split; and (iii) the reverse stock split will enhance investors’ visibility into the Company’s profitability. Such forward-looking statements involve risks and uncertainties that, if realized, could materially impair the Company's results of operations, business, and financial condition.
For more information on these and other risks affecting the Company's business, please refer to the “Risk Factors” section included in the Company's Quarterly Report on Form 10-K for the fiscal year ended July 1, 2006 filed with the Securities and Exchange Commission, as well as in other filings on Forms 10-Q and 10-K. The forward-looking statements contained in this news release are made as of the date hereof and the Company does not assume any obligation to update the reasons why actual results could differ materially from those projected in the forward-looking statements.