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Technology Stocks : SDL, Inc. [Nasdaq: SDLI] -- Ignore unavailable to you. Want to Upgrade?

To: Wyätt Gwyön who wrote (2179)	7/10/2000 8:20:31 PM
From: PLeaps	Read Replies (1) \| Respond to of 3951

A friend of mine in the equity arbitrage business sees quite a bit of skepticsm about the deal. Guys who do this for a living annualize the returns that the deals, if consumated will return. JDSU/SDLI is about 40% annual. If the deal was considered likely to go through the percentage would be somewhere under 10%. Obviously one only has to look at the price of both stocks to determine that there is a healthy dose of skepticsm built in. As a layman, JDSU would not enter into such a complex and expensive deal without knowing beforehand that the deal would go through. OR they are extremely smart and knowing that the deal wouldn't pass the DOJ test, they intentionally built in the billion dollar payment from SDLI, if it falls through (assuming that the language forces SDLI to pay if DOJ nixes the thang.)

To: Wyätt Gwyön who wrote (2179)	7/10/2000 9:17:09 PM
From: pat mudge	Respond to of 3951

Merger CC part III, slide presentation as summarized in SEC filing: freeedgar.com >>>> [Slide 1] This slide contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Creating a better partner for our customers." [Slide 2] This slide contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and the following text: "You are urged to read the proxy statement/prospectus in connection with the transaction to be filed with the SEC when it is available because the proxy statement/prospectus will contain important information. You can get copies of the proxy statement/prospectus, and any other relevant documents, for free at the SEC's web site and copies of our reports, proxy statements and other information regarding us filed with the SEC are available free from us. Requests for documents relating to us should be directed to JDS Uniphase Corporation, 163 Baypointe Parkway, San Jose, California, 95134 Attention: Investor Relations (408) 434-1800. Requests for documents relating to SDL, Inc. should be directed to SDL, Inc., 80 Rose Orchard Way, San Jose, California 95134 Attention: Investor Relations (408) 943-4343." [Slide 3] This slide contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and a bullet point summary, titled "Benefits of Working Together," with the following text: "Advanced designs"; "Broader product lines"; "Faster product introductions"; "Module level integration"; "Greater capacity for growing markets"; and "A better partner for our customers." [Slide 4] This slide contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and a bar graph, titled "Geometric Bandwidth Growth," depicting the increasing bandwidth as a function of increased number of users. [Slide 5] This slide contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and a bullet point summary, titled "Optical Communication Trends," with the following text: "Higher channel WDMs"; "Increased power"; "Higher speed modulation"; "All optical networking"; and "Module level integration." [Slide 6] This slide contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and a chart, titled "Bandwidth Trends," depicting the number of wavelengths as a function of channels and the resulting speed of modulation. [Slide 7] This slide contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and a bullet point summary, titled "Broadening Product Lines through Advanced Technologies," with the following text: "High-power lasers"; "50 GHz spacing"; "Waveguides"; "Polarization controllers"; "High-power amplifiers"; "Raman amplifiers"; "Network monitors"; "High-speed electronics"; "Tunable lasers"; "40 Gbits/s modulation"; "Transceiver modules"; "Interleavers"; "L-band components"; "Avalanche Photodiodes"; "MEMS"; "SOAs." [Slide 8] This slide contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Products for Optical Networks." [Slide 9] This slide contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Products for Optical Networks"; "Transmission"; "DWDM"; "Amplification"; and "Switching." [Slide 10] This slide, titled "Transmission Modules," contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and images of the following: a laser, a modulator, a wavelocker and TX transmitters. [Slide 11] This slide, titled "Amplification Modules," contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and an image of an amplifier with the following text: "Signal Input" and "Signal Output." [Slide 12] This slide, titled "Amplification Modules," contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and images of different types of architectures for amplification with the following text: "160 Channels"; "40 Channels"; "16 Channels"; and "Raman Pump." [Slide 13] This slide, titled "Switching Modules," contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and a depiction of an active switching module. [Slide 14] This slide, titled "Switching Modules," contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and a depiction of an active switching module using JDS Uniphase Corporation's MEMS technology. [Slide 15] This slide, titled "Switching Modules," contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and a depiction of an active switching module using amplets to reduce lossless switches. [Slide 16] This slide, titled "Integrated Module Platform," contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and an image of an integrated module platform with the following text surrounding the image: "Monitor photodiodes"; "Tunable lasers"; "Wavelockers"; "Semiconductor optical amplifier"; "VOAs/Modulators"; "Silica waveguide layers"; and "Silicon." [Slide 17] This slide, titled "Greater Manufacturing Capacity," contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and depicts the bottleneck of SDL, Inc.'s manufacturing capacity. [Slide 18] This slide, titled "Greater Manufacturing Capacity," contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and depicts the bottleneck of SDL, Inc.'s and JDS Uniphase Corporation's manufacturing capacities. [Slide 19] This slide, titled "Greater Manufacturing Capacity," contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and the following text: "980 nm pump modules"; "Amplifiers"; and "Modulators." [Slide 20] This slide contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Value for the Customer." The center of the slide contains the following text: "Actives"; "Pump Modules"; "Raman Pumps"; "Electronics"; "Advanced Customer Solutions"; "Passives"; "Amplifiers"; "EDFAs"; "Active Transmission Components"; "MEMS"; "Silica/Silcon Wavelengths"; and "A better partner for our customers." [Slide 21] This slide contains the following text: "The Transaction" followed by six bullet points with the following text: "3.8:1 Exchange ratio"; "Tax-free exchange"; "Purchase accounting"; "No collars"; "Subject to both companies' stockholder and customary regulatory approval"; and "Anticipate close in December quarter." [Slide 22] This slide contains the following text: "Pro forma combined results" followed by the following text on the left side of the slide: "Sales" and "Net Income". On the right side of the slide is the following text: "Annualized"; "$2.20 billion"; and "$0.47 billion." At the bottom of the slide is the following text: "Based on quarters ended March 31 after eliminations." [Slide 23] This slide contains the following text: "Financial impact" followed by four bullet points with the following text: (i) "Pro forma consenus estimates for June quarter"; "--$2.7 billion annual sales rate"; and "--23% sequential growth"; (ii) "E-TEK, JDSU and SDL June quarter sales and income above estimates"; (iii) "Additional revenue opportunities, including", "--EDFA and Raman growth"; "Faster packaging startups"; and "Additional modulator capacity"; and (iv) "Accretive." [Slide 24] This slide contains the logos of each of JDS Uniphase Corporation and SDL, Inc. and the following text: "Corporate structure" followed by three bullet points with the following text: (i) "SDL will be wholly owned subsidiary of JDS Uniphase"; (ii) "SDL CEO Don Scifres"; "--JDS Uniphase Co-Chairman"; "--SDL CEO reporting to Jozef Straus"; and "--Drive active and module strategy"; and (iii) "Jay Abbe to join JDS Uniphase Board."

To: Wyätt Gwyön who wrote (2179)	7/11/2000 2:05:16 AM
From: pat mudge	Read Replies (1) \| Respond to of 3951

We made the NYTimes and now the Washington Post, though no mention in the SJ Mercury, at least not yet: washingtonpost.com Fiber-Optics Firm To Swallow Rival By Peter S. Goodman Washington Post Staff Writer Tuesday, July 11, 2000; Page E01 Silicon Valley's newest fiber-optics Wunderkind announced plans yesterday to buy a lesser-known rival for about $41 billion in stock, providing the latest sign that the drive to propel greater flows of data through the Internet continues to escalate. The buyer, JDS Uniphase Corp., and the company it seeks to acquire, SDL Inc., each make equipment that increases the speed and carrying capacity of fiber-optic cables, the micro-thin strands of glass that are the primary arteries for telephone and Internet traffic. Possessing that sort of technological prowess in this era of exponential Internet growth is not unlike boasting mining skills during a gold rush. The two San Jose-based companies now compete in certain markets, and analysts expect the Justice Department to scrutinize the deal intently. But speculation on whether the deal would pass muster took a back seat yesterday to talk about sheer size of the proposed purchase. Only three years ago, the transaction would have amounted to the largest corporate merger in history, valued at more than what WorldCom Inc. agreed to pay for MCI Communications Corp. JDS is offering billions for a company that in the first three months of the year sold only $72 million worth of products. Together, the two merger partners lost about $140 million in the most recent quarter. Moreover, SDL shareholders are receiving roughly a 50 percent premium. The market frowned on the equation, knocking JDS down by $15.06 1/4--nearly 13 percent--to $101.12 1/2. SDL gained nearly 9 percent, adding $25.37 1/2 to close at $320.68 3/4. But many analysts said JDS is merely continuing a recent tradition, using its highflying stock--itself the product of the once-unthinkable valuations--as currency to capture a start-up with desirable technology. Underlying the trend is the telecommunications industry's unyielding enthusiasm for the prospects of the Internet. Last year, companies that make fiber optics parts sold $6.7 billion worth of products, the research firm RHK estimates. By 2003, that number is expected to swell to $23.1 billion. "The demand for fiber capacity is probably unquenchable in the near future," said Ty Cottrill, an analyst at the Strategis Group in Washington. "They're building and installing equipment as fast as they can make it." In the modern-day architecture of the global telecommunications network, voice calls and computer data are first turned into pulses of light before they rocket over fiber-optic cables at the speed of light. Both SDL and JDS make chips that govern lasers used to boost the speed of those light pulses along the way. Together, the two companies control as much as 80 percent of the market, according to Conrad W. Leifur, an analyst with U.S. Bancorp Piper Jaffray in Minneapolis--a figure the companies dispute. The Justice Department, which is likely to review the deal, is increasingly focused on preventing mergers from yielding dominance over new technologies that could eventually spawn control over new markets. In agreeing to hand SDL shareholders an enormous premium, JDS is focused on securing a hold in future markets by harnessing SDL's creativity, analysts said. "The government will look at the effect on innovation-competition," said Kevin Arquit, a former director of the Federal Trade Commission's Bureau of Competition in Washington. "That's really a hallmark of this administration." There are "not a lot of players in the fiber-optic equipment market," added an aide to the Senate antitrust subcommittee, "so consolidation does concern us." But the companies dismissed talk they might have a hard time winning over regulators. They portrayed their fusion as an advance for the public interest because it will speed the deployment of new products to a market rushing to roll out new Internet services, while relieving frustrated consumers from what is sometimes known as the World Wide Wait. "The fundamental optical components and modules are the most important building blocks of modern telecommunications systems," JDS Uniphase Chief Financial Officer Anthony R. Muller said in an interview. "These are very difficult products to build. . . . Ultimately, the regulators will come to the conclusion that [the deal] is in the best interests of our customers." New entrants to the market and their ideas will offset any loss of competition, Muller added. "Technology changes markets very, very quickly," he said. "Yesterday's dominant company in any industry can become a historical artifact very quickly." A late-vintage Wall Street darling that has amassed growth through blockbuster mergers, JDS Uniphase knows how to navigate the regulatory hurdles. Last month, the company announced a deal with the Justice Department that gained clearance for its last major capture, E-Tek Dynamics Inc. E-Tek owned the rights to buy much of the supply of "thin-film filters," which break light pulses into individual colors, each used as a separate channel to carry hundreds of thousands of telephone calls at once. To get the deal through, E-Tek agreed to give up those rights.