Sandell to Vote against Director Nominees at JDS Uniphase

NEW YORK--(BUSINESS WIRE)--

Sandell Asset Management Corp. (“Sandell”), a significant shareholder of JDS Uniphase Corporation (NASDAQ: JDSU) (“JDSU” or the “Company”), has announced its intent to vote against certain of the Company's nominees for Director at JDSU's 2014 Annual Meeting of Stockholders (the “Annual Meeting”). Sandell had previously submitted a precatory proposal requesting that the Board of Directors (the “Board”) task its financial advisors to evaluate further strategic alternatives, in addition to the previously announced proposed spin-off of its CCOP business, to maximize the value of the Company's various business segments as well as its substantial tax assets, which have a tax-effected book value in excess of $2.3 billion. Sandell had in prior communications noted its belief that the JDSU stock price reflected next to no value for the Company's tax net operating loss carryforwards (NOLs) and had estimated the potential value of the Company's various business segments as well as these tax assets at between $19 and $26 per share.

Tom Sandell, CEO of Sandell Asset Management Corporation, stated: “Though commentary in the Company's Fiscal First Quarter 2015 earnings teleconference suggests that the Company may be aware of some of the issues that we have identified, the Board appears intransigent. While we have sought in good faith to avoid a potentially distracting situation, recent discussions with CEO and Board member Thomas Waechter have proved futile. As a result, we feel compelled to communicate our intent to vote against certain of the Company's nominees for Director.”

Sandell may engage in dialogue with other shareholders of JDSU in advance of the Company's December 5 Annual Meeting to discuss methods by which interested shareholders could convey their sentiments by voting against certain Directors. Sandell had originally notified the Company of its intention to make a precatory proposal requesting that the Board task its financial advisors to evaluate further strategic alternatives, in addition to the previously announced proposed spin-off of its CCOP business, to maximize the value of the Company's various business segments as well as its substantial tax assets in a timely manner; however, the Company refused to include the proposal in its proxy statement. Proxy solicitation and investor response firm Okapi Partners LLC has been retained by Sandell to provide advice in regards to any shareholder outreach efforts.

About Sandell Asset Management Corp.

Sandell Asset Management Corp. is a leading private, alternative asset management firm specializing in global corporate event-driven, multi-strategy investing with a strong focus on equity special situations and credit opportunities. Sandell Asset Management Corp. was founded in 1998 by Thomas E. Sandell and has offices in New York and London, including a global staff of investment professionals, traders and infrastructure specialists.