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Regulation FD Disclosure, Financial Statements and Exhibits
Item 7.01. Regulation FD Disclosure.
On May 20, 2005, we issued a press release announcing that we had agreed to sell our Ottawa, Canada facility. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On May 23, 2005, we issued a press release announcing that we had entered into an Agreement and Plan of Merger (the "Merger Agreement") with Acterna Inc., a Delaware corporation, JDSU Acquisition VII, Inc., a Delaware corporation and our wholly-owned subsidiary and, for the limited purpose of performing certain duties, Antelope Indemnity Holdings, LLC.
Under the terms of the Merger Agreement, JDSU Acquisition VII, Inc. will merge with and into Acterna Inc. and Acterna Inc. will become our wholly-owned subsidiary. Based on our closing stock price on May 23, 2005 and subject to certain adjustments, we will acquire Acterna Inc. for $760 million, comprising of $450 million in cash and $310 million in our common stock. The merger is subject to customary closing conditions and regulatory approvals. The full text of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 20, 2005, we issued a press release announcing that we had agreed to sell our Ottawa, Canada facility. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On May 23, 2005, we issued a press release announcing that we had entered into an Agreement and Plan of Merger (the "Merger Agreement") with Acterna Inc., a Delaware corporation, JDSU Acquisition VII, Inc., a Delaware corporation and our wholly-owned subsidiary and, for the limited purpose of performing certain duties, Antelope Indemnity Holdings, LLC.
Under the terms of the Merger Agreement, JDSU Acquisition VII, Inc. will merge with and into Acterna Inc. and Acterna Inc. will become our wholly-owned subsidiary. Based on our closing stock price on May 23, 2005 and subject to certain adjustments, we will acquire Acterna Inc. for $760 million, comprising of $450 million in cash and $310 million in our common stock. The merger is subject to customary closing conditions and regulatory approvals. The full text of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.