JDS Uniphase and SDL Agree to $41 Billion Merger

NEPEAN, ONTARIO, and SAN JOSE, CA, July 10 -- JDS Uniphase Corporation and SDL, Inc. have announced their definitive agreement to merge in a transaction valued at approximately $41 billion, based on July 7, 2000, closing stock prices. The merger agreement provides for the exchange of 3.8 shares of JDS Uniphase common stock for each common share of SDL. Following completion of the transaction, SDL will operate as a wholly-owned subsidiary of JDS Uniphase.

The merger of JDS Uniphase and SDL is expected to facilitate the creation and deployment of high-capacity, flexible optical networks by accelerating the delivery of advanced products and basic building blocks of optical networks. These include optical amplifiers, lossless optical switches, integrated optical modules, and other innovative solutions. Technology platforms from both companies encompass high-speed electronics, different forms of modulation, advanced multiplexing, and enhanced active technologies.

"This combination brings together world-class technical and manufacturing teams that promise to deliver best-in-class products at increased volumes for today's systems while developing solutions for tomorrow," said Don Scifres, SDL chairman, president, and CEO. "We also expect to enable the migration from today's hybrid integration and module-level products to tomorrow's truly integrated system on a chip."

SDL has approximately 1,700 employees and reported sales of $72 million in its first quarter, ended March 31, 2000. JDS Uniphase has more than 17,000 employees and reported sales of $395 million in its fiscal third quarter, ended March 31, 2000. E-TEK Dynamics , acquired by JDS Uniphase on June 30, separately reported sales of $91 million in its third fiscal quarter, ended April 1, 2000.

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