JDS Uniphase Corporation Prices $400 Million of Zero Coupon Senior Convertible Notes Due 2010
28 October 2003 - 2:34PM
PR Newswire (US)
JDS Uniphase Corporation Prices $400 Million of Zero Coupon Senior
Convertible Notes Due 2010 SAN JOSE, Calif., Oct. 27
/PRNewswire-FirstCall/ -- JDS Uniphase Corporation (Nasdaq: JDSU;
TSX: JDU) today announced the pricing of $400 million aggregate
principal amount of Zero Coupon Senior Convertible Notes due 2010,
which are being issued in a private offering. The notes were
offered to qualified institutional buyers at 100 percent of their
principal amount. The sale of the notes is expected to close
October 31, 2003. The initial purchasers of the notes have an
over-allotment option to purchase up to an additional $75 million
in aggregate principal amount of the notes. The notes will not bear
interest, have a zero yield-to-maturity, and will be convertible
into the Company's common stock at a conversion price of $4.94 per
share, subject to customary anti-dilution adjustments. This
represents a 38 percent conversion premium based on the closing bid
price of $3.58 of the Company's common stock on October 27, 2003.
Each $1,000 principal amount will initially be convertible into
202.4291 shares of the Company's common stock upon the satisfaction
of certain conditions. Therefore, the notes are convertible in the
aggregate into approximately 81 million shares of common stock or
approximately 96.2 million shares of common stock if the initial
purchasers exercise their option to purchase additional notes. The
Company has the right to redeem the notes beginning November 15,
2008. Holders of the notes may require the Company to repurchase
the notes on November 15, 2008. The Company intends to use the net
proceeds of the offering for general corporate purposes, including
internal research and development programs, general working capital
and possible future acquisitions and strategic investments. The
Company agreed to sell the notes in a private transaction exempt
from the registration requirements of the Securities Act of 1933,
as amended. The notes, and the common stock issuable upon
conversion of the notes, have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States without registration under, or an applicable
exemption from, the registration requirements of the Securities
Act. This announcement does not constitute an offer to sell, nor is
it a solicitation of an offer to buy, these securities. DATASOURCE:
JDS Uniphase Corporation CONTACT: Investors - Ronald C. Foster,
Chief Financial Officer, +1-408-546-5000, or Media - Gerald
Gottheil, Director of Corporate Communications, +1-408-546-4400,
both of JDS Uniphase Web site: http://www.jdsu.com/
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