To: Graham C. who wrote (4656 ) 1/18/2000 6:39:00 AM From: Glenn McDougall Read Replies (1) | Respond to of 24042
JDS Uniphase to take over competitor E-Tek in $15-billion deal from the ottawa sun TORONTO (CP) -- Canadian-American fibre-optic equipment producer JDS Uniphase Corp. has made a deal valued at $15 billion US to take over a competitor, E-Tek Dynamics Inc. JDS Uniphase and E-Tek said late Monday that they have signed a definitive all-stock agreement, aiming to rapidly increase output to support the headlong networking of the world. "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," the companies said in a statement. E-Tek, based in San Jose, Calif., is to become a wholly owned subsidiary of JDS Uniphase. E-Tek stockholders will receive 1.1 shares of JDS for each of their shares. In addition to the merger, which is subject to shareholder and regulatory approvals, the companies announced a mutual supply agreement to immediately ship more products. "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 fulfil the optical promise of unlimited bandwidth," JDS Uniphase chief executive officer Kevin Kalkhoven said in a statement. Added Michael Fitzpatrick, E-Tek chairman and and CEO: "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." E-Tek, with 2,450 employees, produces components and modules for fibre-optic systems, including wavelength division multiplexers that increase network capacity. It had revenue of $72.5 million US in the financial quarter ended Jan. 1, with net earnings of $9.2 million. JDS Uniphase, headquartered in San Jose, Calif., and Nepean, Ont., develops and manufactures a wide range of fibre-optic products. It has 8,200 employees and reported sales in its most recent quarter of $230.1 million US. Negotiations on the merger had been going on "for a while," said Alison Reynders, investor relations manager at E-Tek, declining to be specific. No layoffs are likely. "These are two companies that are growing very quickly and hiring very aggressively," she observed. "We need as many people as we can get, and then some." E-Tek, specializing in so-called passive components of fibre-optic networks rather than lasers and other active parts, was founded in 1983. It went public in December 1998 at $12 US a share; the stock closed Friday at $135.875. The $15-billion vaue of the deal is based on the level of JDS shares Friday, when they closed on the Nasdaq market at $192.1875 US. U.S. financial markets were closed Monday; on the Toronto Stock Exchange, JDS stock rose $7.25 to $287.25 Cdn before the deal was announced. Meanwhile, another company being taken over by JDS Uniphase, Optical Coating Laboratory Inc., said it is delaying a shareholder vote on its $2.8-billion US deal, announced in November, in order to give stockholders time to assess the E-Tek acquisition. Optical Coating, whose products control and improve light transmission, said its meeting Jan. 25 will be adjourned to Feb. 4. Charles Abbe, chief executive of OCLI, said he was "delighted by the proposed merger between JDS Uniphase and E-Tek because it rapidly facilitates a further effective expansion in industry capacity on behalf of our customers." Abbe added that OCLI will immediately increase its filter production to support the manufacturing alliance between JDS Uniphase and E-Tek.