JDS Uniphase Announces Prelim. Notice of Spin-Off for Holders of Senior Convertible Debentures

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JDSU
JDSU
, in connection with the previously announced spin-off of its Communications and Commercial Optical Products ("CCOP") business which will result in two independent, publicly-traded companies, provided notice yesterday of the spin-off to the holders of its 0.625% senior convertible debentures due 2033. The debentures were issued pursuant to an Indenture, dated August 21, 2013 (the "Indenture"), between JDSU and Wells Fargo Bank, National Association, as trustee. As a result of the proposed spin-off, holders of the debentures have the right to convert any debentures they own on the terms set forth in the Indenture. JDSU will announce the expiration date of this right to convert which will be a minimum of 25 trading days from the date hereof. The current conversion price of the debentures equates to $18.83 per share of JDSU common stock, which is meaningfully above the current per share trading price of JDSU common stock. Accordingly, JDSU does not expect any holders will exercise their right to convert, although such right is wholly at the discretion of the individual holders. Under the plan announced in September 2014, JDSU will spin off its CCOP business, to be named Lumentum Holdings Inc. 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. The spin-off 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 other customary matters. Approval by JDSU's stockholders is not required for completion of the separation. Lumentum has applied to list its common stock on the Nasdaq Stock Market under the ticker "LITE." To stay updated on the company separation, please visit http://www.jdsu.com/About-JDSU/Separation/Pages/information.aspx.
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