Press release re. JDSU and ETEK:
JDS Uniphase and E-TEK Dynamics Agree to $15 Billion
Merger
SAN JOSE, Calif.--(BUSINESS WIRE)--Jan. 17, 2000--JDS Uniphase Corporation (Nasdaq:JDSU -
news; TSE:JDU - news) and E-TEK Dynamics Inc. (Nasdaq:ETEK - news) announced today the signing of a
definitive merger agreement valued at approximately $15 billion based on January 14, 2000 closing stock
prices.
The merger agreement provides for the exchange of 1.1 shares of JDS Uniphase common stock for each
common share of E-TEK. Completion
of the transaction is subject to customary closing conditions, including an E-TEK stockholders' vote and
regulatory approvals. Following
completion of the transaction, E-TEK will operate as a wholly-owned subsidiary of JDS Uniphase.
The companies are proposing to merge in response to unprecedented growth in the telecommunications
industry today. As a result of the
explosive demand for bandwidth, service providers have accelerated deployment of fiberoptic systems in their
networks. To meet these
aggressive deployment plans, systems manufacturers are looking both internally and to merchant optical
component and module suppliers to
expand production, shorten development cycles and provide new products and functionalities.
The merger brings together the complementary strengths of JDS Uniphase and E-TEK Dynamics and is
expected to enable a more rapid scaling
of operations bringing greater volume and a broader range of products to customers faster. One of the many
expected benefits of the merger will
be the combination of E-TEK's packaging technology and capacity with JDS Uniphase's optical filter capability
and supply which was enhanced
by its pending merger with OCLI.
In addition to the merger, the companies also announced the signing of a mutual supply agreement in order to
immediately increase the supply of
certain of the companies' products to customers.
Kevin Kalkhoven, JDS Uniphase Co-Chairman and CEO stated, 'We are very pleased to be joining E-TEK
with JDS Uniphase. As a
combined entity, we expect to have deeper resources to continue our strategy of expanding our scale and
scope to enable the industry to fulfill
the optical promise of unlimited bandwidth.'
Michael Fitzpatrick, E-TEK Chairman, President and CEO added, 'We are very excited about the merger of
our two companies. By joining
together, we believe we will eliminate inefficiencies in the supply chain, allowing us to deliver more products to
our customers. In doing so, we
hope to catalyze the evolution of optical networking.'
Jozef Straus, JDS Uniphase, Co-Chairman, President and COO commented, 'Today's announcement marks
the beginning of a great
partnership between two companies with a common passion for optical networking. We strongly believe that
our combined manufacturing
capacity and product innovation capability will strengthen our ability to meet and exceed our customer
expectations.'
E-TEK has approximately 2,450 employees and reported revenues of $72.5 million in its second quarter ended
January 1, 2000. JDS Uniphase
has over 8,200 employees and reported sales of $230.1 million in its first quarter ended September 30, 1999.
E-TEK Dynamics, Inc., headquartered in San Jose, Calif., is a leader in the design and manufacturing of high
quality passive components and
modules for fiberoptic systems. E-TEK's wavelength division multiplexers ('WDMs') are designed to increase
the bandwidth capacity of new
and existing fiberoptic networks.
Other E-TEK components, including isolators, couplers and integrated optics, are important in enabling optical
communications systems. These
products are utilized in terrestrial and submarine long-haul fiberoptic networks as well as in emerging short-haul
applications, such as metropolitan
area networks. More information on E-TEK is available at www.e-tek.com.
JDS Uniphase, headquartered in San Jose, Calif., and Nepean, Ontario, 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.
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' and 'expects' and similar words. Such forward-looking statements include, but
are not limited to, statements
regarding the expected benefits of the merger, the expectation that the combined entity will have deeper
resources, and the belief that the merger
will strengthen E-TEK's ability to deliver more products to its customers. 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, but are not limited to, factors discussed from
time to time in reports filed by JDS
Uniphase Corporation and E-TEK Dynamics 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 and E-TEK Dynamics do not
assume any obligation to update the
reasons why actual results could differ materially from those projected in the forward-looking statements.
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