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EXHIBIT 99.1
[JDS UNIPHASE LOGO] [E-TEK DYNAMICS LOGO]
JDS UNIPHASE RECEIVES U.S. JUSTICE DEPARTMENT
CLEARANCE FOR MERGER WITH E-TEK DYNAMICS
NEPEAN, ONTARIO AND SAN JOSE, CALIF., JUNE 22, 2000 - JDS Uniphase
Corporation (Nasdaq: JDSU and TSE: JDU) and E-TEK Dynamics, Inc. (Nasdaq: ETEK)
announced today that they have reached an agreement with the United States
Department of Justice ("DOJ") that will permit JDS Uniphase to complete its
merger with E-TEK. The consent decree with the DOJ gives antitrust clearance to
the merger, which is now subject only to E-TEK stockholder approval and the
other customary closing conditions specified in the merger agreement. A special
meeting of E-TEK's stockholders has been set for June 28, 2000. If E-TEK's
stockholders approve the merger at the meeting, the companies expect to close
the transaction shortly after the meeting is completed.
In their consent decree with the DOJ, JDS Uniphase and E-TEK have agreed
to relinquish, over a 90-day transition period, E-TEK's contractual rights of
first refusal with respect to the output from coating chambers used for the
manufacture of thin-film filters owned by Barr Associates, Herrmann Technology,
Inc., Hoya Corporation USA, and OCJ Corporation (the "Filter Vendors").
Specifically, at the end of 30 days following today's signing of the consent
decree, the companies have agreed not to enforce E-TEK's rights of first refusal
with respect to 30% of each Filter Vendor's filter manufacturing capacity
subject to those rights. After the second thirty days of the transition period,
the companies shall not enforce E-TEK's rights of first refusal with respect to
60% of such manufacturing capacity; and at the expiration of the transition
period, the companies shall not enforce any rights of first refusal remaining in
E-TEK's supply agreements with the Filter Vendors.
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The parties have also agreed not to enforce E-TEK's security interests
and rights of repayment included in supply agreements E-TEK has with the Filter
Vendors, for whom E-TEK has financed the purchase of coating chambers.
Finally, JDS Uniphase and E-TEK have agreed not to reacquire, directly
or indirectly, any rights of first refusal over coating chambers currently owned
by or located on the premises of the Filter Vendors for three years from
expiration of the 90-day transition period. JDS Uniphase and E-TEK are free,
however, to continue issuing purchase orders in the normal course of business to
the Filter Vendors, as long as the delivery period for filters under those
purchase orders is no longer than 30 days during the transition period, and 60
days for the three years after expiration of the transition period. Existing
purchase orders are not affected by the consent decree.
"We are delighted to reach this agreement with the Department of
Justice, which permits the companies to close our merger on schedule," said
Jozef Straus, JDS Uniphase Co-Chairman and Chief Executive Officer. "As we have
said all along, the driving force behind this merger is the promise of
dramatically increased production of optical networking components which our
customers urgently need. We are pleased that the DOJ has concluded its
investigation and is permitting the industry to begin realizing the many
benefits of this merger."
The special meeting will be held at E-TEK's headquarters at 1865 Lundy
Avenue, San Jose, California at 8:00 AM Pacific Time on June 28, 2000.
Stockholders of record as of the close of business on May 22, 2000 will be
entitled to vote at the meeting. E-TEK stockholders have already been sent a
copy of the proxy statement and JDS Uniphase's prospectus as filed with the
Securities and Exchange Commission on May 31, 2000. Under the merger agreement,
E-TEK stockholders would receive 2.2 shares of JDS Uniphase common stock for
each share of E-TEK common stock.
JDS Uniphase 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
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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.
E-TEK Dynamics, Inc. (NASDAQ: ETEK), headquartered in San Jose, designs
and manufactures high quality components and modules for fiberoptic systems.
E-TEK's wavelength division multiplexers ("WDMs") are designed to increase the
bandwidth capacity of fiberoptic networks. Other E-TEK components, including
isolators, couplers and integrated optics, are critical in enabling optical
communications systems. These products are utilized in terrestrial and submarine
long-haul fiberoptic networks as well as in short-haul markets, such as metro
and cable. More information on E-TEK is available at www.e-tek.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," "expects," "may," "should," "would," "will," "intends," "intention,"
"plans," "estimates," "anticipates," and similar words. Such forward-looking
statements include, but are not limited to, statements regarding the expected
closing date of the merger of JDS Uniphase and E-TEK Dynamics, the promise of
dramatically increased production of optical networking components, and the
expected benefits of the merger. Such forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from
those projected. 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, Inc. with the Securities and Exchange
Commission. The forward-looking statements contained in this news release are
made as of the date hereof and neither JDS Uniphase Corporation nor E-TEK
Dynamics, Inc. assumes any obligation to update the reasons why actual results
could differ materially from those projected in the forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
JDS Uniphase Corporation has filed a Registration Statement with SEC on
Form S-4 in connection with the merger, and E-TEK has mailed a Proxy
Statement/Prospectus to stockholders of
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E-TEK containing information about the merger. Security holders are urged to
read the Registration Statement and the Proxy Statement/Prospectus carefully.
The Registration Statement and the Joint Proxy Statement/Prospectus contain
important information about JDS Uniphase, E-TEK, the merger and related matters.
Investors and security holders are able to obtain free copies of these documents
through the website maintained by the U.S. Securities and Exchange Commission at
http://www.sec.gov. Free copies of the Proxy Statement/Prospectus and these
other documents may also be obtained by request from E-TEK by mail to E-TEK
Dynamics, Inc., 1865 Lundy Avenue, San Jose, California 95131, attention:
Investor Relations, telephone: 408-546-4608. In addition to the Registration
Statement and the Proxy Statement/Prospectus, JDS Uniphase Corporation and E-TEK
Dynamics, Inc. file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information filed by JDS Uniphase and
E-TEK at the SEC public reference rooms at 450 Fifth Street, N.W., Washington,
D.C. 20549 or at any of the Commission's other public reference rooms in New
York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms. JDS
Uniphase and E-TEK filings with the Commission are also available to the public
from commercial document-retrieval services and at the Web site maintained by
the Commission at http://www.sec.gov. JDS Uniphase and E-TEK and their
respective directors, executive officers and certain other members of management
and employees may be soliciting proxies from E-TEK stockholders in favor of the
proposal to adopt the merger agreement and the transactions contemplated
thereby. A complete description of these matters and a description of any
interests that the directors and executive officers of E-TEK have in the merger
are available in the Proxy Statement/Prospectus.
# # #
For further information, please contact:
Anthony R. Muller, EVP and Chief Financial Officer, JDS Uniphase, (408) 434-1800
Alison Reynders, Investor Relations Manager, E-TEK Dynamics, (408) 546-4608
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