(BSNS WIRE) JDS Uniphase Corporation and Optical Coating Laboratory, Inc
JDS Uniphase Corporation and Optical Coating Laboratory, Inc. to Merge
Business Editors
SAN JOSE, Calif.--(BUSINESS WIRE)--Nov. 4, 1999--JDS Uniphase
Corporation (Nasdaq:JDSU) (TSE:JDU) and Optical Coating Laboratory,
Inc. (OCLI) (Nasdaq:OCLI), announced today the signing of a definitive
agreement for the companies to merge in a transaction that will
solidify their long-standing partnership.
A conference call to discuss the merger has been scheduled at
6:00 a.m. PST (9:00 a.m. EST) today. To access the call in North
America, dial 800/288-8960. The international dial-in number is
612/288-0318. A replay of the call will also be available for five
days by dialing 800/475-6701, access code 480143.
The agreement provides for the exchange of 0.928 shares of JDS
Uniphase common stock for each outstanding share of OCLI and is valued
at approximately $2.8 billion. Closing of the transaction in the first
calendar quarter of 2000 is anticipated, subject to certain closing
conditions, including the obtaining of required clearances under the
Hart-Scott-Rodino Antitrust Improvement Act, other governmental
approvals and the consent of OCLI stockholders.
Following completion of the transaction, OCLI will operate as a
wholly-owned subsidiary of JDS Uniphase.
OCLI is a leading manufacturer of optical thin film coatings and
components used to control and enhance light propagation to achieve
specific effects such as reflection, refraction, absorption and
wavelength separation. This functionality is essential in the
fiberoptic telecommunications industry as well as a number of other
important markets.
Optical thin film coating technology has become increasingly
important as the demand for bandwidth continues to drive the need of
system manufacturers to increase the number of wavelengths in their
wavelength division multiplexing (WDM) systems.
Since 1997, JDS Uniphase and OCLI have operated a successful
contractual joint venture, under which OCLI contributed its expertise
in optical thin film technology and products for certain WDM
applications and JDS Uniphase contributed its expertise in the design,
manufacture and marketing of such products.
A logical successor to the joint venture, the announced merger
will facilitate a more thorough collaboration on the full range of
product opportunities needed to serve customers in the many markets
where thin film technology provides value.
The integration of OCLI's world-class thin film coating
capability and products are expected to expand JDS Uniphase product
lines, speed up product development and provide JDS Uniphase with
direct access to one of the key technologies for building the optical
telecommunications networks of the future.
In addition, the transaction will also unite OCLI's optical
filter design and manufacturing capabilities with JDS Uniphase product
design, manufacturing and market positions to provide seamless
development and integration of existing and new products. The
companies believe that the merger will enable them to work more
rapidly with their customers throughout the lifecycle of projects from
concept through development, manufacturing and deployment.
Kevin Kalkhoven, JDS Uniphase Co-Chairman and CEO stated, "As a
market leader we must continually strive to be more responsive to our
customers, while offering more effective solutions with higher
functionality and greater value. We believe this merger will enable us
to shorten our product development cycles and bring products more
quickly to market."
Charles J. Abbe, OCLI CEO added, "By joining with JDS Uniphase,
we expect to rapidly expand our effective filter manufacturing
capacity and together accelerate our new product development by
integrating with the product design, packaging technology and market
access of JDS Uniphase. We expect that the broad technology and
product capabilities of JDS Uniphase will also strengthen our
offerings in our other strategic product markets."
Jozef Straus, JDS Uniphase Co-Chairman, President and COO
commented, "Our joint venture has provided significant benefits for
both parties and our customers, and we look forward to working
together even more closely. The inclusion of OCLI into the JDS
Uniphase family will be a key factor in enabling us to increase our
manufacturing capacity to the levels that our customers are demanding
and reduce our time to market for advanced new products."
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 www.jdsunph.com.
OCLI is a worldwide leader in the manufacture of optical thin
film coatings and components used to manage light. OCLI products
control and enhance light to achieve specific effects such as
reflection, refraction, absorption, separation, anti-glare and
electrical conductivity.
End market applications include fiber optic telecommunications,
space satellites, computer monitors, flat panel displays, projection
display systems, photocopiers, fax machines, scanners and medical and
analytical instruments. Through its subsidiary, Flex Products, Inc.,
OCLI manufactures color shifting pigments for use on high value
documents, such as currency, and as a special effects pigments for
paint and other consumer products.
More information about OCLI is available at www.ocli.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 "believes," "expects,"
"may," "should," "would," "will," "intends," "plans," "estimates,"
"anticipates," and similar words. Such forward-looking statements
include, but are not limited to, statements regarding the anticipated
date of closing of the merger, the statement that the merger will
facilitate a more thorough collaboration on the full range of product
opportunities, the expectation as to the results of the integration of
OCLI's product capability, the statement as to the seamless
development and integration of products, the companies' belief that
the merger will enable them to work more rapidly with customers, the
belief that the merger will enable JDS Uniphase to shorten its product
development cycles and bring products to market more quickly, the
expectation as to the expansion of the size of filter manufacturing
capacity and the acceleration of OCLI's new product development, the
expectation as to strengthened offerings in other strategic markets,
and the statement that the inclusion of OCLI into the JDS Uniphase
family will be a key factor in enabling an increase in manufacturing
capacity and a reduction of time to market for advanced new products.
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 and OCLI with the Securities and Exchange
Commission. The forward-looking statements contained in this news
release are made as of the date hereof and neither JDS Uniphase
Corporation nor OCLI assumes any obligation to update the reasons why
actual results could differ materially from those projected in the
forward-looking statements.
--30--pb/sf* dc/sf
CONTACT: JDS Uniphase Corporation
Kevin Kalkhoven, 408/434-1800
or
Optical Coating Laboratory, Inc.
Charles J. Abbe, 707/525-7066
KEYWORD: afxuk CALIFORNIA INTERNATIONAL CANADA
INDUSTRY KEYWORD: MANUFACTURING TELECOMMUNICATIONS HARDWARE
MERGERS/ACQ
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