Department of Justice permits merger between JDS Uniphase and SDL

Feb. 6, 2001
JDS Uniphase Corporation and SDL, Inc. announced that the United States Department of Justice will permit the merger between the companies in light of JDS Uniphase's agreement to sell its Zurich subsidiary to Nortel Networks.

JDS Uniphase Corporation (NASDAQ: JDSU; TSE: JDU) and SDL, Inc. (NASDAQ: SDLI) announced that the United States Department of Justice will permit the merger between the companies in light of JDS Uniphase's agreement to sell its Zurich subsidiary to Nortel Networks (NYSE: NT; TSE: NT). The merger now remains subject only to the approval of JDS Uniphase and SDL stockholders, pursuant to stockholder meetings set for February 12, 2001, and the closing of the sale of the Zurich subsidiary to Nortel Networks. JDS Uniphase and SDL expect to close the merger shortly after obtaining the required stockholder approvals.

JDS Uniphase has entered into a definitive agreement with Nortel Networks for Nortel to acquire JDS Uniphase's Zurich, Switzerland subsidiary for Nortel common stock, valued at $2.5 billion, as well as up to an additional $500 million in Nortel common stock payable to the extent Nortel's purchases do not meet certain levels under new and existing programs through December 31, 2003. Completion of the transaction is subject to the satisfaction of all remaining conditions to completion of JDS Uniphase's pending merger with SDL, Inc., along with customary closing conditions. The JDS-Nortel transaction has received United States Department of Justice approval, and no additional regulatory approvals are required in connection with this transaction. Following completion of the transaction, the Zurich subsidiary will become a wholly owned subsidiary of Nortel Networks. The pending sale transaction does not include JDS Uniphase laser packaging operations in the United Kingdom. In addition, JDS Uniphase and Nortel Networks have entered into certain other purchase/supply contracts with each other, which are expected to enhance their ongoing relationship.

About JDS Uniphase:

JDS Uniphase, headquartered in Ottawa, Ontario and San Jose, Calif., designs, develops, manufactures and distributes a comprehensive range of products for the growing fiber optic communications market. These products are deployed by system manufacturers worldwide to develop advanced optical networks for the telecommunications and cable television industries. For more information, visit www.jdsuniphase.com.

About SDL:

SDL's products power the transmission of data, voice and Internet information over fiber optic networks to meet the needs of telecommunications, data transmission, dense wavelength division multiplexing (DWDM) and cable television applications. For more information, visit www.sdli.com.