To: Kent Rattey who wrote (1060 ) 1/28/1999 9:42:00 PM From: Kent Rattey Read Replies (1) | Respond to of 1261
(UPDATE) Uniphase, JDS Fitel Plan $6.1 Billion Stock-Swap Merger Dow Jones Online News, Thursday, January 28, 1999 at 19:00 SAN JOSE -(Dow Jones)- JDS Fitel Inc. and Uniphase Corp., two makers of fiber-optic communications eqipment, announced a stock-swap merger Thursday valued at $6.1 billion, based on Wednesday's closing stock prices. The new company will have annual sales of about $420 million based on 12-month trailing sales, and will employ more than 3,600 people. Fitel said its Canadian shareholders can elect to receive 0.50855 shares of exchangeable stock of JDS Uniphase Canada - a unit of the new company, JDS Uniphase - or 0.50855 shares of JDS Uniphase itself, for each JDS Fitel share held. Current shareholders of both companies will each own about 50% of the combined company. Both companies will nominate half the new board. Kevin Kalkhoven, chairman and chief executive of Santa Clara, Calif.-based Uniphase, will be cochairman and chief executive of the combined concern. Jozef Straus, president and chief executive of JDS Fitel, will be cochairman, president and chief operating officer. The exchange is expected to be tax free for Canadian holders of JDS Fitel, based in Nepean Ontario. The merger of equals will be accounted for as a purchase and the resulting goodwill will be amortized over a period of approximately five years. Fitel said the combined company will be one of the largest optical component and module manufacturers in the world, with operations in eight countries. By joining forces, it added, the two companies will be able to offer access to all the key active and passive components and modules used to transmit, route and manage optical signals in fiber-optic networks. The Canadian company added that Uniphase's (UNPH) active fiber-optic-components - such as lasers, modulators and transmitters - will complement Fitel's passive fiberoptic products - such as wavelength division multiplexers, optical switches and isolators. While the two companies have similar markets, they also have minimum product overlap, Fitel added. JDS Uniphase will focus on major fiber-optic communications markets - including submarine, long-haul, metropolitan and cable TV markets. Fitel said Junnosuke Furukawa, president of Furukawa Electric Co. and Fitel's majority shareholder, endorses the merger. Furukawa owns 40.5 million shares of JDS Fitel, or about 52% of its outstanding stock. Copyright (c) 1999 Dow Jones & Company, Inc. All Rights Reserved.