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Filed by JDS Uniphase Corporation pursuant to Rule 425
under the Securities Act of 1933
Commission File No: 333-30240
Subject Company: E-TEK Dynamics, Inc.
[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
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not enforce any rights of first refusal remaining in E-TEK's supply agreements
with the Filter Vendors.
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.
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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 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
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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 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
