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Filed by JDS Uniphase Corporation
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.: 333-45300
Subject Company: JDS Uniphase Corporation and SDL, Inc.
JDS UNIPHASE AND SDL TO ADJOURN SPECIAL MEETINGS
OF STOCKHOLDERS TO FEBRUARY 12
PROPOSED REMEDY SUBMITTED TO DEPARTMENT OF JUSTICE
For further information contact:
Anthony R. Muller, EVP and CFO, JDS Uniphase Corporation, 408-434-1800 Michael
L. Foster, VP Finance and CFO, SDL, Inc., 408-943-9411
NEPEAN, ONTARIO AND SAN JOSE, CALIFORNIA -JANUARY 24, 2001-- JDS Uniphase
Corporation (NASDAQ: JDSU; TSE: JDU) and SDL, Inc. (NASDAQ: SDLI) announced
today that they expect to complete the merger of the companies in February 2001
because of the time required to complete the regulatory approval process. As a
result, the companies will adjourn their special meetings of stockholders
currently scheduled to be reconvened at 10:00 a.m., Pacific Standard Time,
January 26, 2001 to 10:00 a.m., Pacific Standard Time, February 12, 2001.
JDS Uniphase has submitted to the United States Department of Justice a proposed
remedy to respond to concerns raised by the Department in its Hart Scott Rodino
review of the proposed merger of JDS Uniphase and SDL. If, following review of
the remedy, the Department grants clearance for the proposed merger, JDS
Uniphase will announce the details of the remedy and provide such information to
stockholders in SEC filings in advance of the rescheduled stockholder meeting
date.
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,
data transmission, dense wavelength division multiplexing (DWDM) and cable
television 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 Nepean, Ontario and San Jose, Calif., 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.jdsuniphase.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
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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 of the merger and of Justice Department clearance of the merger. 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, the
inability to timely resolve issues raised by regulatory authorities as well as
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.
Readers are urged to read the proxy statement/prospectus included in JDS
Uniphase Corporation's Registration Statement on Form S-4, in connection with
the transaction filed with the Securities and Exchange Commission (SEC), because
the proxy statement/prospectus and the Registration Statement on Form S-4
contain important information. Copies of the proxy statement/prospectus and the
Registration Statement on Form S-4 are free of charge on the SEC web site, and
copies of reports, proxy statements, and other information regarding JDS
Uniphase Corporation filed with the SEC are available from JDS Uniphase
Corporation free of charge. Requests for documents relating to JDS Uniphase
should be directed to JDS Uniphase Corporation, 210 Baypointe Parkway, San Jose,
CA 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, CA 95134, Attention: Investor Relations (408-943-4343).
ADDITIONAL INFORMATION AND WHERE TO FIND IT
JDS UNIPHASE CORPORATION HAS FILED A REGISTRATION STATEMENT WITH THE SEC ON FORM
S-4 WHICH INCLUDES A JOINT PROXY STATEMENT-PROSPECTUS IN CONNECTION WITH THE
MERGER, AND JDS UNIPHASE AND SDL HAVE MAILED A JOINT PROXY STATEMENT-PROSPECTUS
TO THEIR RESPECTIVE STOCKHOLDERS CONTAINING INFORMATION ABOUT THE MERGER. JDS
UNIPHASE AND SDL SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT
AND THE JOINT PROXY STATEMENT-PROSPECTUS CAREFULLY. THE REGISTRATION STATEMENT
AND THE JOINT PROXY STATEMENT-PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT JDS
UNIPHASE, SDL, THE MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS
ARE ABLE TO OBTAIN FREE COPIES OF THESE DOCUMENTS THROUGH THE WEB SITE
MAINTAINED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV.
FREE COPIES OF THE JOINT PROXY STATEMENT-PROSPECTUS AND THESE OTHER DOCUMENTS
MAY ALSO BE OBTAINED BY REQUEST FROM JDS UNIPHASE AND SDL BY MAIL. REQUESTS FOR
DOCUMENTS RELATING TO JDS UNIPHASE SHOULD BE DIRECTED TO JDS UNIPHASE
CORPORATION, 210 BAYPOINTE PARKWAY, SAN JOSE, CALIFORNIA, 95134 ATTENTION:
INVESTOR RELATIONS (408) 434-1800. REQUESTS FOR DOCUMENTS RELATING TO SDL SHOULD
BE DIRECTED TO SDL, INC., 80 ROSE ORCHARD WAY, SAN JOSE, CALIFORNIA 95134
ATTENTION: INVESTOR RELATIONS (408) 943-4343. IN ADDITION TO THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT-PROSPECTUS, JDS UNIPHASE AND SDL FILE
ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY STATEMENTS AND OTHER INFORMATION
WITH THE SEC. YOU MAY READ AND COPY ANY REPORTS, STATEMENTS OR OTHER INFORMATION
FILED BY JDS UNIPHASE AND SDL AT THE SEC PUBLIC REFERENCE ROOMS AT 450 FIFTH
STREET, N.W., WASHINGTON, D.C. 20549 OR AT ANY OF THE SEC'S OTHER PUBLIC
REFERENCE ROOMS IN NEW YORK, NEW YORK AND
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CHICAGO, ILLINOIS. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION
ON THE PUBLIC REFERENCE ROOMS. JDS UNIPHASE AND SDL FILINGS WITH THE SEC ARE
ALSO AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND AT
THE WEB SITE MAINTAINED BY THE SEC AT HTTP://WWW.SEC.GOV.