NEPEAN, Ontario, Canada, July 10 -- JDS Uniphase Corp and SDL Inc. have announced a definitive merger agreement in which JDS Uniphase will exchange 3.8 shares of its common stock for each share of SDL common stock. The agreement, worth about $41 billion based on July 7 closing stock prices, awaits regulatory approval and the approval of both company's stockholders. Upon completion of the transaction, SDL will be run as a wholly owned subsidiary of JDS Uniphase.The increasing demand for bandwidth calls for faster telecommunication network capacity and flexibility, and this merger is intended to expedite the development and deployment of high-capacity, flexible optical networks by speeding-up the delivery of optical amplifiers, lossless optical switches, integrated optical modules and other innovative solutions, said JDS Uniphase. I am thrilled and excited about this merger and to have the opportunity to work closely together with Don Scifres and his team, said Jozef Straus, co-chairman and CEO of JDS Uniphase. JDS Uniphase and SDL share a common vision to provide customers with the most innovative and technologically advanced products that enhance their ability to deliver next-generation optical systems. SDL is headquartered in San Jose, Calif., and employs 1,700 people with locations in Massachusetts, Philadelphia and Canada. SDL reported sales of $72 million in its first quarter ended March 31. JDS Uniphase, with headquarters in San Jose, Calif., and Nepean, Ontario, employs more than 17,000 people and reported sales of $395 million in its fiscal third quarter ended March 31.