world's most dominant forces in the fiber-optic By BridgeNews LATEST NEWS: Fiber-optic component maker JDS Uniphase Corp. said on July 10 that it would buy rival SDL Inc. Monday in a transaction that would create one of the world's most dominant forces in the fiber-optic communications sector. The transaction was valued at about $41 billion based on closing stock prices for July 7, 2000, and about $29 billion during intraday trading on Monday, July 10, 2000. The exchange ratio is 3.8 shares of JDS stock for each share of SDL common stock. * * * STATUS: The transaction was first announced early in the morning of Monday, July 10, 2000. FORWARD CALENDAR: Aug. 10, approximately: The companies had planned to make their regulatory filings by this date. Sept. 10, approximately: If filings were made by Aug. 10, the regulators will have until this date to request additional information. December 31, 2000: The companies expect to close the transaction by this date. RECENT DISCOUNT OR PREMIUM: SDL shares closed at 404 on Tuesday, August 22. That's a discount of $69.10 to their $473.10 transaction value based on the exchange ratio of 3.8 shares of JDS Uniphase shares, trading Tuesday, August 22, at 124 1/2, for each SDL share. TRANSACTION TERMS: The merger agreement provides for the exchange of 3.8 shares of JDS Uniphase <27>common stock for each common share of SDL, with no collars on trading. common stock for each common share of SDL, with no collars on trading. BREAKUP FEE: If SDL Inc. breaks the agreement, it would owe JDS Uniphase $1 billion. APPROVALS AND THE REGULATORY PROCESS: The transaction is subject to the approval of each company's shareholders and regulatory approvals, including review under the U.S. Hart-Scott-Rodino Antitrust Improvements Act. MANAGEMENT: SDL President and CEO Don Scifres will become a member of the combined company's board and will remain with the company to run SDL as a wholly-owned subsidiary of JDS Uniphase. WHO'S WHO: JDS Uniphase: Fncl Advice: Banc of America Securities, CIBC World Markets Legal Advice--Not available. SDL Inc: Fncl Advice: Thomas Weisel Partners Legal Advice--Sullivan & Cromwell FIRST-DAY MARKET REACTION: JDS Uniphase shares fell in intraday trading, both in New York and Canada. JDS Uniphase will reap the benefits of the current high
SDL Inc. shares rose in intraday trading in New York. <46>CHRONOLOGY: CHRONOLOGY: New York--July 26--JDS Uniphase will reap the benefits of the current high demand and low supply in optics and report strong fourth-quarter results that will exceed Wall Street estimates of 12 cents a share, analysts said. See story Media://Newssearch::/quicksearch/ID=BJBJXQL/go July 10--Ontario & Calif.--The transaction is announced. End