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Filed by SDL, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed
filed pursuant to Rule 14a-12 of the Securities and Exchange Act of 1934, as
amended.
Commission File No.: 0-25688
Subject Company: JDS Uniphase Corporation and SDL, Inc.
[JDS UNIPHASE LOGO] [SDL LOGO]
JDS UNIPHASE AND SDL AGREE TO $41 BILLION MERGER
NEPEAN, ONTARIO AND SAN JOSE, CALIFORNIA, JULY 10, 2000 -- JDS Uniphase
Corporation (NASDAQ: JDSU; TSE: JDU) and SDL, Inc. (NASDAQ: SDLI) announced
today their definitive agreement to merge in a transaction valued at
approximately $41 billion based on July 7, 2000 closing stock prices.
The merger agreement provides for the exchange of 3.8 shares of JDS
Uniphase common stock for each common share of SDL. Completion of the
transaction is subject to customary closing conditions, including the approval
of stockholders' of both companies and regulatory approvals. Following
completion of the transaction, SDL will operate as a wholly-owned subsidiary of
JDS Uniphase.
The growth of the Internet has created rapidly accelerating demand for
bandwidth that is driving the build-out of significantly increased
telecommunication network capacity and flexibility. Telecommunications system
providers are developing those network systems based upon optical technologies
that require advanced components and modules with increasing levels of
integration and complexity.
The merger of JDS Uniphase and SDL is expected to facilitate the
creation and deployment of high-capacity, flexible optical networks by
accelerating the delivery of advanced products and basic building blocks of
optical networks. These include optical amplifiers, lossless optical switches,
integrated optical modules and other innovative solutions. The strong technology
platforms from both companies encompass high-speed electronics, different forms
of modulation, advanced multiplexing, enhanced active technologies, and a broad
passive portfolio intended to make these products a reality.
Jozef Straus, JDS Uniphase Co-Chairman and CEO commented, "I am thrilled
and excited about this merger and to have the opportunity to work closely
together with Don Scifres and his team. JDS Uniphase and SDL share a common
vision to provide customers with the most innovative and technologically
advanced products that enhance their ability to deliver next-generation optical
systems."
Don Scifres, SDL Chairman, President and CEO added, "This combination
brings together world class technical and manufacturing teams that promise to
deliver best-in-class products at increased volumes for today's systems while
developing solutions for tomorrow. We also expect to enable the migration from
today's hybrid integration and module level products to tomorrow's truly
integrated system on a chip."
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SDL has approximately 1,700 employees and reported sales of $72 million
in its first quarter ended March 31, 2000. JDS Uniphase has over 17,000
employees and reported sales of $395 million in its fiscal third quarter ended
March 31, 2000. E-TEK Dynamics, acquired by JDS Uniphase on June 30, 2000,
separately reported sales of $91 million in its third fiscal quarter ended April
1, 2000.
JDS Uniphase was advised in this transaction by Banc of America
Securities and CIBC World Markets. SDL was advised by Thomas Weisel Partners
LLC.
JDS Uniphase and SDL will be hosting a conference call today, Monday,
July 10, 2000 at 8:00 AM EDT, to discuss the merger. The call will be webcast at
www.jdsunph.com. Alternatively, the dial-in numbers are:
(800) 230-1092 - or - (612) 288-0318
The replay numbers for the conference call are:
(800) 475-6701, access code: 528284
- or -
(320) 365-3844, access code: 528284
Please dial-in at least 10 minutes before the start of the call.
About SDL
SDL's products power the transmission of data, voice, video and Internet
information over fiber optic networks to meet the needs of telecommunications,
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.
About JDS Uniphase
JDS Uniphase, headquartered in San Jose, Calif., and Nepean, Ontario, 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
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Stock Exchange under the symbol JDU. More information on JDS Uniphase is
available at www.jdsunph.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 Exchange Act of
1934. These statements may be identified by their use of forward-looking
terminology such as "goals", "believes", "promises", "intends", and "expects"
and similar words. Such forward-looking statements include, but are not limited
to, statements regarding the likelihood and timing of the closing, the expected
benefits of the merger, the ability of the combined company to successfully
develop and supply products after the merger, and the future growth of the
markets served by the companies. Such forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from
those projected for both companies. 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 SDL, Inc. with the Securities and Exchange
Commission. The forward-looking statements contained in this news release are
made as of the date hereof and JDS Uniphase Corporation and SDL, Inc. do not
assume any obligation to update the reasons why actual results could differ
materially from those projected in the forward-looking statements.
# # #
For additional information, please contact:
Anthony R. Muller, EVP and CFO JDS Uniphase, (408) 434-1800
Mike Foster, VP Finance and CFO SDL, (408) 943-9411
You are urged to read the proxy statement/prospectus to be included in JDS
Uniphase Corporation's Registration Statement on Form S-4 in connection with the
transaction to be filed with the SEC when it is available because the proxy
statement/prospectus and the Registration Statement on Form S-4 will contain
important information. You can get copies of the proxy statement/prospectus and
the Registration Statement on Form S-4, and any other relevant documents, for
free at the SEC's web site and copies of our reports, proxy statements and other
information regarding us filed with the SEC are available free from us. Requests
for documents relating to us should be directed to JDS Uniphase Corporation, 163
Baypointe Parkway, San Jose, California, 95134 Attention: Investor Relations
(408) 434-1800. Requests for documents relating to SDL, Inc. should be directed
to SDL, Inc., 80 Rose Orchard Way, San Jose, California 95134 Attention:
Investor Relations (408) 943-4343.
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