Ottawa, Ontario and San Jose, California - February 13, 2001 - JDS Uniphase Corporation (NASDAQ: JDSU; TSE: JDU) and SDL, Inc. (NASDAQ: SDLI) announced today the completion of their merger. JDS Uniphase also announced the completion of the previously announced sale of its Zurich subsidiary to Nortel Networks.

As a result of the merger, each outstanding share of SDL, Inc. common stock is exchanged for 3.8 shares of JDS Uniphase common stock and SDL becomes a wholly-owned subsidiary of JDS Uniphase. SDL's common stock will no longer trade on Nasdaq effective after the close of trading today.

SDL stockholders who hold their shares directly will receive a notice in the mail describing the process to exchange their SDL stock certificates for JDS Uniphase common stock certificates. SDL stockholders whose shares are held through intermediaries such as banks or brokers will receive information about their holdings from those institutions.

"We believe that joining our two companies allows us to provide many benefits for our customers," added Don Scifres, CEO and President of SDL. "With our increased technological expertise and the economies of scale, we believe that we will now be able to offer our customers new innovative component and module offerings, as well as increased, focused efforts for chip-level integration. Now we can finally get to work creating a better partner for our customers as we promised when we announced our merger."

"We are delighted to have the strong team from SDL join JDS Uniphase and now with the merger complete, our challenge now is threefold-to collaborate, integrate and innovate all with the highest degree of agility," said Jozef Straus, JDS Uniphase Co-Chairman and CEO. "We must collaborate with our customers and our new colleagues. We must integrate our two companies into one. And finally, we must innovate. It is only by executing in these three ways that we will be able to deliver on the promise of the merger for our customers."

Organization
In order to respond most effectively to market needs and to facilitate development of module level products, JDS Uniphase also announced the creation of two new business groups. Don Scifres, CEO and President of SDL, will become President of the Amplification and Transmission Business Group with Greg Dougherty, COO of SDL, becoming COO of the group. Jay Abbe, current President and COO of JDS Uniphase, will become President and COO of the WDM, Switching and Thin Film Products Business Group. Both Don Scifres and Jay Abbe will be joining the JDS Uniphase Board of Directors as well, with Don Scifres becoming Co-chairman.

Guidance
The Company expects sales in the quarter ending March 31 to be at or slightly above $1 billion with earnings per share of $0.17. This consolidated guidance incorporates the anticipated results of JDS Uniphase and SDL, elimination of inter-company transactions between the parties, and exclusion of the results of the Zurich operations sold to Nortel Network, all pro rated from February 13, the date of the close of the merger, as applicable. In addition, this guidance reflects continued uncertainty in carrier capital spending prospects and customer inventory adjustments as well as a lower level of near-term sales visibility than the Company has experienced in recent periods. The Company anticipates sales for its fiscal year ending June 30, 2001 to be $3.9 billion with earnings per share of $0.74.

Conference Call
JDS Uniphase will host a conference call at 5:30 PM EST February 13, 2001. The call will be simultaneously webcast on the JDS Uniphase website at http://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 may begin dialing 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 7:30 PM Eastern Time February 13 through 7:30 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 http://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 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 Exchange Act of 1934. These statements may be identified by their use of forward-looking terminology such as "goals", "believes", "anticipates", "intends" and "expects" and similar words. Such forward-looking statements include, but are not limited to, statements regarding our expected sales and other guidance regarding future financial performance, the benefits to JDS Uniphase's and SDL's customers resulting from the merger (including, without limitation, innovative component and module offerings and efforts for chip-level integration), and any statements or implication as to the successful integration of SDL and JDS Uniphase and any benefits resulting therefrom. 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 the concerns expressed 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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