JDSU Announces Filing of Form 10 and New Company Names as it Advances Toward Planned Spinoff
Stand-alone CCOP Business Segment to be Named Lumentum
NE, SE and OSP Business Segments to be Renamed VIAVI
Rex Jackson, JDSU CFO, Announces Plan to Depart September 30, 2015
Spinoff Targeted for Completion by Q3 Calendar Year 2015
Milpitas, Calif., February 26, 2015 – JDSU (NASDAQ: JDSU) announced today the filing of a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission (“SEC”), in connection with the spinoff of its Communications and Commercial Optical Products (“CCOP”) business, which will result in two independent, publicly traded companies. JDSU also introduced the new names of the two companies. In addition, the company announced that Rex Jackson, chief financial officer, will depart JDSU September 30, 2015, following the expected completion of the spinoff and necessary fiscal year-end filings.
“The creation of new brands and the Form 10 filing are important milestones as we move toward separation,” said Tom Waechter, president and chief executive officer of JDSU. “Each company will remain committed to continued innovation, and will be led by proven management teams prepared to execute growth strategies designed to help our customers successfully manage the complex opportunities that come with the ever-accelerating pace of technological change. We are creating two unique brands – both representing well-established expertise and market leadership – and positioning them with greater customer focus and agility.”
Lumentum – A Global Leader in Optical Communications and Commercial Lasers
Under the plan announced in September 2014, JDSU will spin off its CCOP business, to be named Lumentum Holdings Inc. The Lumentum brand reflects CCOP’s recognized leadership in optical technologies, commitment to driving innovation, and its ability to effectively address its customers’ unique requirements while scaling with quality through well-established technological and operational expertise. JDSU will distribute the shares of Lumentum common stock on a pro rata basis to JDSU stockholders in a manner intended to be tax-free for U.S. federal income tax purposes. Lumentum intends to apply to list its common stock on the Nasdaq Stock Market under the ticker “LITE.”
Lumentum will be a global leader in optical components and subsystems for the telecommunications market, with high growth opportunities in data communications, driven by the rapid expansion of cloud networking and data center infrastructure, and in high performance lasers for both macro and micro materials processing applications. With its long-standing reputation for optical innovation and quality, Lumentum will also be focused on growing its 3D sensing and commercial lasers business and expanding into other market segments that can benefit from optical and laser technologies.
Alan Lowe will lead Lumentum as chief executive officer. He joined JDSU in September 2007 as senior vice president of the Lasers business and became president of JDSU’s newly formed CCOP business segment in 2008, which combined JDSU’s Optical Communications and Lasers businesses. He led the transformation of the combined business by focusing on the customer, investing in market-leading innovation and streamlining and improving operational execution.
Aaron Tachibana will be Lumentum’s chief financial officer. He joined JDSU in November 2013 as vice president of finance and corporate controller, responsible for driving financial close process improvements, enhancing organizational performance and reducing operating expenses. Prior to JDSU, he was chief financial officer at Pericom Semiconductor Corporation (NASDAQ: PSEM).
VIAVI Solutions – The Way to Network and Application Visibility
JDSU’s Network Enablement (“NE”), Service Enablement (“SE”) and Optical Security and Performance Products (“OSP”) businesses will be renamed VIAVI Solutions Inc. at the time of the separation. The VIAVI brand is based on the company’s ability to deliver the visibility and actionable insight needed to profitably manage the complex transition to next generation networks and services.
VIAVI moves forward with a track record of successful collaboration with service providers and enterprises worldwide through periods of intense network transformation. The company has an industry-leading ability to provide solutions for end-to-end network and application visibility from a portfolio of instruments, software and services. These solutions address its customers’ need to profitably scale to meet the demands of the fast-growing volume of connected devices and applications, and to transition to virtualized, software-based networks.
VIAVI’s OSP business is a leader in anti-counterfeiting solutions for currency authentication and high-value optical components and instruments for security, safety, electronics and other applications.
Tom Waechter, JDSU’s current president and chief executive officer, will continue to lead VIAVI. He became president and chief executive officer of JDSU in January 2009 and successfully executed a strategy to enhance investment in market-based innovation. He joined JDSU as president of Communications Test and Measurement (the predecessor to JDSU’s NE business) in October 2007.
Rex Jackson has decided to leave JDSU on September 30, following the expected completion of the separation and the filing of VIAVI’s Annual Report on Form 10-K. He joined JDSU in 2011 as senior vice president, Business Services, and was promoted to chief financial officer in January 2013. Prior to JDSU, he served as chief financial officer of Symyx Technologies. JDSU expects to initiate a search for Jackson’s replacement in due course.
“Rex has provided outstanding leadership during an eventful period of change at JDSU, played a key role in charting the bright futures for VIAVI and Lumentum and strengthened our finance, information technology and other shared services operations,” said Waechter. “I look forward to continuing to work with him through the separation, and wish him the best in his future endeavors once we have completed the split.”
Current JDSU stockholders will own shares in both corporations following the separation. The spinoff is subject to the satisfaction or waiver of a number of conditions, including the Registration Statement on Form 10 for Lumentum common stock being declared effective by the SEC and certain other conditions described in the information statement included in the Registration Statement and in the agreements to be filed as exhibits to the Registration Statement and other customary matters. JDSU expects all the conditions to the spinoff to be satisfied on or before the distribution date. Approval by JDSU’s stockholders is not required for completion of the separation.
JDSU (NASDAQ: JDSU) innovates and collaborates with customers to build and operate the highest-performing and highest-value networks in the world. Our diverse technology portfolio also fights counterfeiting and enables high-powered commercial lasers for a range of applications. Learn more about JDSU at www.jdsu.com and follow us on JDSU Perspectives, Twitter,Facebook and YouTube.
This press release contains 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 include (i) any information and guidance about JDSU’s plans to separate the business into two independent, publicly traded companies, (ii) the composition of and markets for those companies, (iii) the anticipated benefits, timing, savings, costs and other impacts of the separation, (iv) the plan to achieve the separation through a tax-free spinoff, and any financial information about the entities once separated, and (v) the timing of the departure of Rex Jackson, JDSU’s chief executive officer, and the anticipated timing of the search for a replacement for Mr. Jackson. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. Risks related to the proposed separation include the timing and completion of the separation, the requirement to obtain certain approvals, the ability to retain key employees, potential indemnification obligations, the ability to recognize anticipated benefits, the ability of each company to function as a stand-alone entity and customer retention risks. In addition, completion of the separation will be subject to certain conditions, such as approval by JDSU’s Board of Directors, receipt of a tax opinion, effectiveness of a registration statement and foreign regulatory requirements. JDSU also faces risks related to the operation of its existing business segments which are described its filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed August 26, 2014 and its Quarterly Report on Form 10-Q filed February 5, 2015. Risks specific to the operation of Lumentum’s business following the separation are described in Lumentum’s Form 10 filed February 26, 2015. Please refer to these filings for additional factors that could cause actual results to materially differ from current expectations. The forward-looking statements included in this press release are made only as of today’s date except where otherwise noted. JDSU undertakes no obligation to update these statements.