JDSU Completes Acquisition of Finisar's Network Tools Business
July 16 2009 - 7:55AM
PR Newswire (US)
MILPITAS, Calif., July 16 /PRNewswire-FirstCall/ -- JDSU today
announced that it has completed its acquisition of the Network
Tools business of Finisar Corporation. The acquisition immediately
establishes JDSU as the world's leading provider of storage area
network (SAN) protocol test tools, software and services. "This
acquisition provides JDSU with unique capabilities to address the
SAN test market's best growth opportunities, such as Fibre Channel
over Ethernet," said Dave Holly, president of JDSU's Communications
Test and Measurement business segment. "We welcome the Network
Tools team to JDSU and look forward to combining our respective
strengths to deliver test innovation for the benefit of our
customers." JDSU expects the business to contribute revenue in the
mid-to-high single-digit millions of dollars and neutral operating
income in the first quarter of fiscal year 2010. JDSU also
announced that it will be issuing grants of compensatory stock
option and restricted stock unit awards to employees hired by JDSU
in connection with the acquisition. The restricted stock unit and
stock option awards to be granted to those employees by JDSU are
generally comparable to equity awards that JDSU generally grants to
its new employees. These grants were made under the JDS Uniphase
Corporation 2005 Acquisition Equity Incentive Plan, which was
approved by the Board of Directors of JDSU, but not submitted for
the approval of the stockholders of JDSU. These restricted stock
unit and stock option awards were approved by the Compensation
Committee of the JDS Uniphase Corporation Board of Directors on
July 15, 2009. Pursuant to such approval, on August 15, 2009 JDSU
will award restricted stock units and stock options covering a
total of 314,700 shares of JDSU common stock. Awards will be
granted to 87 employees. The stock options to be granted will have
an exercise price equal to the closing price of JDSU common stock
on NASDAQ on August 14, 2009 (i.e., the last regular trading day on
NASDAQ prior to the date of grant). The stock options otherwise
will contain the same terms and conditions as the standard form of
stock option award agreement previously approved by the Board of
Directors of JDSU. The material terms of the standard form of stock
option agreement are as follows. Stock options vest over a four (4)
year period: 25 percent of the shares vest after one year of
continuous service with JDSU from the grant date and the remaining
shares vest in equal quarterly installments over the next three
years of continuous service. The options may not be exercised any
later than eight (8) years from the date of grant, and the option
will generally expire after 90 days in the event that the
employee's service with JDSU ends during that eight year period.
The restricted stock units to be granted will contain the same
terms and conditions as the standard form of restricted stock unit
award agreement previously approved by the Board of Directors of
JDSU. The material terms of the standard form of restricted stock
unit agreement are as follows. Restricted stock units vest over a
four (4) year period: 25 percent of the shares vest after one year
of continuous service with JDSU from the grant date and the
remaining shares vest in equal annual installments over the next
three years of continuous service. About JDSU JDSU (Nasdaq: JDSU;
and TSX: JDU) enables broadband and optical innovation in the
communications, commercial and consumer markets. JDSU is the
leading provider of communications test and measurement solutions
and optical products for telecommunications service providers,
cable operators, and network equipment manufacturers. JDSU is also
a leading provider of innovative optical solutions for
medical/environmental instrumentation, semiconductor processing,
display, brand authentication, aerospace and defense, and
decorative applications. More information is available at
http://www.jdsu.com/. Certain 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 Act of 1934. Such
forward-looking statements include, but are not limited to any
statement or implication that Finisar Network Tools' operations,
sales channels and business will be successfully incorporated into
JDSU, or that Finisar Network Tools' products described in this
presentation (i) will be successfully introduced or marketed, (ii)
will be qualified and purchased by our customers, or (iii) will
perform to any particular specifications or performance or
reliability standards. Such forward-looking statements involve
risks and uncertainties that, if realized, could materially impair
the Company's results of operations, business, and financial
condition. These risks and uncertainties include the following,
among other things: (a) our current visibility as to customer
demand levels, future market growth and the timing, extent,
location, requirements and nature of network build-outs and
technology transitions, is extremely limited; (b) our ability to
retain key employees within the Network Tools business during the
transition phase after the transaction closes; (c) our ability to
integrate this new business into our Communications Test and
Measurement business segment without interruption to the operation
of the business and while generating positive operating income; (d)
the products may not (i) perform as expected without material
defects, (ii) be manufactured at acceptable volumes, yields, and
cost, (iii) be qualified and accepted by our customers, and (iv)
successfully compete with products offered by our competitors, (e)
anticipated synergies in product innovation and development and
services may not materialize; and (f) factors discussed from time
to time in reports filed by the Company with the Securities and
Exchange Commission. The forward-looking statements contained in
this presentation are made as of the date hereof, and the Company
does not assume any obligation to update or qualify any of the
statements made herein.
http://www.newscom.com/cgi-bin/prnh/20050913/SFTU125LOGO
http://photoarchive.ap.org/ DATASOURCE: JDSU CONTACT:
Press/Industry, Jim Monroe, +1-240-404-1922, , or Investors,
Michelle Levine, +1-408-546-4421, , both of JDSU Web Site:
http://www.jdsu.com/
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