To: pat mudge who wrote (14414 ) 11/28/2000 8:47:47 PM From: riposte Read Replies (2) | Respond to of 24042 JDS Is Close to U.S. Clearance on SDL Acquisition, People Say 11/28 18:55 JDS Is Close to U.S. Clearance on SDL Acquisition, People Say By Erik Schatzker Washington, Nov. 28 (Bloomberg) -- JDS Uniphase Corp. is close to winning U.S. antitrust clearance of its $21.1 billion purchase of rival SDL Inc. by offering to sell a factory in Switzerland, people familiar with the matter said. The biggest maker of fiber-optic components and the U.S. Justice Department are in the final stages of negotiations and could reach agreement in two weeks, the people said. Department officials are insisting on divestitures to preserve competition in the market for telecommunications lasers that amplify signals in fiber networks, they said. To meet the demands, JDS is prepared to sell a Zurich factory that produces the lasers and reluctantly sacrifice the extra capacity it hoped to gain in the acquisition, the people said. Without the sale, JDS would double its share of the market in question to about 80 percent. ``It still makes tremendous sense for these companies to combine,'' said Epoch Partners analyst Mark Langley. ``The strategic reasons for the acquisition are virtually all intact.'' JDS prefers to keep the factories where SDL manufactures its version of 980-nanometer pump lasers, in San Jose and Santa Clara in California, and plans to announce the asset sale by year-end, the people said. ``We're not commenting on any of the potential remedies,'' said SDL Chief Financial Officer Mike Foster. ``We're highly confident that an acceptable solution will be arrived at.'' JDS Uniphase CFO Tony Muller and Justice Department spokeswoman Jennifer Rose declined to comment. Early Frontrunners JDS announced the acquisition on July 10, and regulators began examining it shortly afterward. The companies received a second request for information and documentation from the Justice Department on Aug. 24, prolonging the antitrust review. Once it reaches an agreement, JDS Uniphase can begin seeking a buyer for the assets. Lucent Technologies Inc., Nortel Networks Corp. and Furukawa Electric Co., which owns 11 percent of JDS, are early frontrunners in the bidding, the people said. One person said JDS expects the Zurich plant, acquired from International Business Machines Corp. in 1997 for $45 million, to fetch at least $2 billion. Shares of San Jose-based JDS have tumbled 47 percent since it agreed to acquire SDL in a transaction then valued at $41 billion. The company plans to swap 3.8 shares for each share of SDL, also based in San Jose. At its current value, the purchase would be the biggest yet by JDS Uniphase. The company bought E-Tek Dynamics Inc. in June for $20.4 billion in stock. JDS fell $1.97 to $60.09 today. SDL dropped $4.84 to $217.53.