May 23, 2005, San Jose, CA--JDS Uniphase Corporation announced today a definitive agreement to acquire privately held Acterna (Germantown, MD), an industry leading provider of broadband and optical test & management (T&M) solutions for service providers and network equipment vendors worldwide.

Under the terms of the agreement, JDS Uniphase will acquire Acterna for $760 million, comprising $450 million in cash and $310 million in JDS Uniphase's common stock, subject to adjustments. The acquisition is subject to customary closing conditions and regulatory approvals, and is expected to close in the quarter ending September 30, 2005.

With this acquisition JDS Uniphase expects to become the leading provider of optical communications sub-systems and broadband T&M systems. With combined annual revenues of over $1 billion, its portfolio of products and services will enhance the deployment of Internet Protocol (IP)-based data, voice and video services over optical long haul, metro, fiber-to-the-home, DSL and cable networks. With sales and distribution in more than 160 countries, JDS Uniphase will serve an expanded customer base that includes the largest 100 telecommunications and cable services providers, and system manufacturers worldwide.

The deal is expected to also accelerate JDS Uniphase's path to profitability. Acterna will be immediately financially accretive to JDS Uniphase. Based on preliminary results for fiscal year ended March 2005, Acterna's revenue exceeded $440 million, its non-GAAP gross margins exceeded 50 percent, and its non-GAAP earnings before income tax, depreciation and amortization (EBITDA) exceeded 11 percent of revenues.

Acterna, which employs approximately 1,770 people worldwide, will become JDS Uniphase's Communications T&M product group, led by John Peeler, a 25-year veteran of Acterna, the company's president and CEO.