JDS Uniphase to Acquire Acterna

SAN JOSE, Calif., May 24 -- JDS Uniphase Corp., a maker of equipment to build fiber optic networks, said Monday it will acquire Acterna Corp. in a $760-million US deal that will boost its presence in the equipment testing field. JDS will pay $450 million in cash and $310 million in stock, subject to adjustments, to buy the privately held company. The acquisition, subject to customary closing conditions and regulatory approvals, is expected to close in the quarter ending Sept. 30.

Acterna, based in Germantown, Md., makes products that are used by communications service providers and telecommunications networking equipment makers to monitor their networks. The company, which employs approximately 1770 people worldwide, will become JDS Uniphase's Communications test and measurement (T&M) product group, led by John Peeler, a 25-year veteran of Acterna, the company's president and CEO.

JDS Uniphase said the acquisition will make it the leading provider of optical communications subsystems and broadband T&M systems. With combined annual revenues of over $1 billion, it said, its portfolio of products and services will enhance the deployment of Internet Protocol (IP)-based data, voice and video services over optical long haul, metro, fiber-to-the-home, DSL and cable networks. With sales and distribution in more than 160 countries, JDS Uniphase will serve an expanded customer base that includes the largest 100 telecommunications and cable services providers and system manufacturers.

"Broadband and optical solutions are foundational to the growth of IP-based residential and business services," said Kevin Kennedy, president and CEO of JDS Uniphase. "We believe that vendors with a broad portfolio of vertically integrated broadband and optical solutions are best equipped to succeed in this market. With the addition of Acterna, we believe our combined portfolio and global sales channel will improve our ability to serve our customers as they deploy next-generation IP services."

The company said the deal is also expected to accelerate its path to profitability. Acterna will be immediately financially accretive to JDS Uniphase. Based on preliminary results for fiscal year ended March 2005, Acterna's revenue exceeded $440 million, its non-GAAP gross margins exceeded 50 percent and its non-GAAP earnings before income tax, depreciation and amortization (EBITDA) exceeded 11 percent of revenues.

"Joining JDS Uniphase creates exciting new opportunities for Acterna, its employees, customers and other partners," said John Peeler, president and CEO of Acterna. "A strengthened position with system manufacturers and access to JDS Uniphase's leading-edge optical technologies are among the benefits that I believe will build on our leading position."

For more information, visit: www.jdsu.com