Sandell Comments on JDS Uniphase Voting Results

NEW YORK--(BUSINESS WIRE)--

Sandell Asset Management Corp. (“Sandell”) issued the following statement after the release of final voting results from the JDS Uniphase Corporation JDSU (the “Company” or “JDSU”) 2014 Annual Meeting of Stockholders (the “Annual Meeting”):

“Sandell is encouraged by the support it received from JDSU stockholders, who together voted approximately 57.9 million shares 'AGAINST' current Director Martin Kaplan, or more than 34% of the shares voting at the Annual Meeting. Furthermore, Mr. Kaplan was elected with only 47% of total outstanding shares voting in his favor; approximately 35.4 million shares either voted to abstain or were broker non-votes. The fact that Sandell was able to generate such strong support without actively soliciting proxies from stockholders speaks in our view to the profound frustration of the investor base to the entrenchment actions taken by this Company's Board of Directors (the 'Board') and its refusal to conduct a more fulsome process to unlock stockholder value.

“Sandell has appreciated its dialogue with the stockholders of JDSU, including conversations with some of the Company's largest institutional stockholders. Based on this dialogue, we feel that we have significantly heightened the awareness among stockholders of the Company's troubling governance practices, as well as focused the investor base's fervent desire to see additional value delivered to the stockholders, who are the true owners of the Company. Notably, calls for consolidation in the optical components industry are only growing louder, in our view reinforcing the need to conduct a formal sale process for the CCOP business. The formal communication of this sale process is paramount, as we believe most legitimate strategic acquirers will not dedicate the time and effort required to conduct due diligence and compose a credible offer for CCOP without the express consent from the Company and the opening of a comprehensive data room.

“The fact that leading proxy advisory firm Institutional Shareholders Services ('ISS') noted how the actions of the Company served to frustrate the exercise of shareholder rights, coupled with the resulting media attention criticizing the troubling steps that the Board had taken to impinge upon the shareholder franchise, should not go unheeded by the Board of Directors. Furthermore, we remind stockholders that the entire Board is up for election next year. These voting results should serve as a wake-up call to the Board of Directors that the stockholders will not sit idly by and allow their rights to be usurped, nor will stockholders allow the significant value associated with the Company's unique collection of assets to remain obstructed.”

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.