SDL INC
8-K, EX-99.2, 2000-06-14
SEMICONDUCTORS & RELATED DEVICES
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                                                                    Exhibit 99.2


FOR IMMEDIATE RELEASE


Contact:


<TABLE>
<S>                                                <C>
SDL, Inc.                                          Financial Relations Board
Donald R. Scifres, Chairman and CEO                Lisa Horn Chainey/Marcia Nakamura (general info)
Michael L. Foster, VP Finance and CFO              Susan Katz (investor contact)
(408) 943-9411                                     Chris Wood (media)
                                                   (415) 986-1591
</TABLE>


                 SDL ANNOUNCES THE CLOSING OF THE ACQUISITION OF
                       PHOTONIC INTEGRATION RESEARCH, INC.
             ACQUISITION ADDS ADVANCED PASSIVE PRODUCTS TO PORTFOLIO

SAN JOSE, CALIFORNIA - JUNE 5, 2000 - SDL, Inc. (Nasdaq: SDLI) announced today
the closing of the previously announced acquisition of Photonic Integration
Research, Inc. (PIRI). As required by the agreement signed on May 10, 2000, SDL
has issued 8,461,663 shares of SDL, Inc. stock and transferred $31.7 million in
cash in exchange for all of the stock of PIRI. The total consideration is valued
at approximately $2.2 billion based on the June 2, 2000 closing stock price of
SDL.

PIRI, located in Columbus, Ohio, is a leading manufacturer of arrayed waveguide
gratings that enable the routing of individual wavelength channels in fiber
optic systems. These products are used in optical multiplexing and
demultiplexing applications for dense wavelength division multiplexing (DWDM)
fiber optic systems. The acquisition expands SDL's traditional role as a leader
in active components in fiber optic systems to that of a leader in advanced
passive components. Further, the acquisition of PIRI responds to the future
needs of SDL's customers by adding a critical silicon wafer based optical
integration technology that is expected to improve performance and lower costs
in next generation DWDM systems.

SDL's products power the transmission of data, voice, video and Internet
information over fiber optic networks to meet the needs of telecommunications,
DWDM, cable television and satellite communications applications. They enable
customers to meet the bandwidth needs of increasing Internet, data, video and
voice traffic by expanding their fiber optic communications networks much more
quickly and efficiently than would be possible using conventional electronic and
optical technologies. SDL's optical products also serve a variety of
non-communications applications, including materials processing and printing.
Additional information about SDL, Inc. is available on the Internet at
www.sdli.com.


Statements in this press release which are not historical including statements
regarding SDL's or management's intentions, hopes, beliefs, expectations,
representations, projections, plans or predictions of the future are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include statements regarding the
acquisition expanding SDL's role to that of a leader in advanced passive
components, and the ability of the merged companies' silicon wafer-based optical
integration technology to respond to customers' needs and improve performance
and lower costs in next generation DWDM systems. It is important to note that
the Company's actual results could differ materially from those in any such
forward-looking statements. Factors that could cause actual results to differ
materially include competitors' advances in passive components, risks related to
uncertainties in or failure of the company's products to achieve improved
performance, lower costs or meet customer product specifications and market
requirements, and the risk factors listed from time to time in the Company's SEC
reports including but not limited to, the annual report on Form 10-K for the
year ended December 31, 1999, and the quarterly report on Form 10-Q for the
quarter ended March 31, 2000.



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