JDS Uniphase Activist Sandell Seeks Sale-Friendly Spinoff Rules
2015-04-16 13:00:00.0 GMT
By Beth Jinks
(Bloomberg) -- Sandell Asset Management Corp., the activist
shareholder that pushed JDS Uniphase Corp. to split into two
businesses, is urging shareholders to demand friendlier
governance rules at the unit being spun off, to ease a future
takeover.
In an open letter, Sandell asks JDS Uniphase investors to
challenge bylaws at Lumentum -- the optical-components business
-- that may prevent shareholders from calling a special meeting
or having a say should a buyer seek to acquire the separated
company.
“This flies in the face of the recent actions of many
other companies” that have announced public spinoffs and
subsequently taken steps to see that those entities don’t
contain “shareholder-unfriendly entrenching devices,” Sandell
wrote. The letter refers to companies such as EBay Inc., Gannett
Co., Manitowoc Co. and DuPont, which have announced public
spinoffs that have governance packages with fewer takeover
defenses.
JDS Uniphase said in February it expects to complete the
spinoff in the third quarter after announcing in September it
would split into two businesses -- one focusing on optical
components and commercial lasers and the other selling network-
testing equipment. Sandell has been publicly urging the company
to also seek a buyer for the optical-components unit while
moving toward a spin.
The company’s shares climbed 2.5 percent Wednesday to
$13.52, giving it a market value of about $3.1 billion. Sales at
the Communications and Commercial Optical Products unit
accounted for about 46 percent of JDS’s total annual revenue
last year of $1.74 billion.
Created in 1999 through the $7.05 billion merger of two
companies, Uniphase Corp. and Canada’s JDS Fitel Inc., JDS
Uniphase at the time became the biggest maker of components for
the fiber-optic equipment used in telecommunications networks.
Sandell was founded by investor Thomas Sandell in 1998.
Activist investors buy stakes and agitate management and
directors of targeted companies to make changes they believe
will boost returns for shareholders.
For Related News and Information:
JDS Uniphase Activist Sandell Urges Vote Against CEO
JDSU Activist Sandell Planning to Escalate Unit Sale Campaign
JDSU Breakup Plan Said to Follow Push From Investor Sandell
Uniphase, JDS Fitel Complete US$7.05 Billion Merger
To contact the reporter on this story:
Beth Jinks in San Francisco at +1-415-617-7141 or
bjinks1@bloomberg.net
To contact the editors responsible for this story:
Mohammed Hadi at +1-212-617-2914 or
mhadi1@bloomberg.net
Elizabeth Wollman, Jillian Ward
2015-04-16 13:00:00.0 GMT
By Beth Jinks
(Bloomberg) -- Sandell Asset Management Corp., the activist
shareholder that pushed JDS Uniphase Corp. to split into two
businesses, is urging shareholders to demand friendlier
governance rules at the unit being spun off, to ease a future
takeover.
In an open letter, Sandell asks JDS Uniphase investors to
challenge bylaws at Lumentum -- the optical-components business
-- that may prevent shareholders from calling a special meeting
or having a say should a buyer seek to acquire the separated
company.
“This flies in the face of the recent actions of many
other companies” that have announced public spinoffs and
subsequently taken steps to see that those entities don’t
contain “shareholder-unfriendly entrenching devices,” Sandell
wrote. The letter refers to companies such as EBay Inc., Gannett
Co., Manitowoc Co. and DuPont, which have announced public
spinoffs that have governance packages with fewer takeover
defenses.
JDS Uniphase said in February it expects to complete the
spinoff in the third quarter after announcing in September it
would split into two businesses -- one focusing on optical
components and commercial lasers and the other selling network-
testing equipment. Sandell has been publicly urging the company
to also seek a buyer for the optical-components unit while
moving toward a spin.
The company’s shares climbed 2.5 percent Wednesday to
$13.52, giving it a market value of about $3.1 billion. Sales at
the Communications and Commercial Optical Products unit
accounted for about 46 percent of JDS’s total annual revenue
last year of $1.74 billion.
Created in 1999 through the $7.05 billion merger of two
companies, Uniphase Corp. and Canada’s JDS Fitel Inc., JDS
Uniphase at the time became the biggest maker of components for
the fiber-optic equipment used in telecommunications networks.
Sandell was founded by investor Thomas Sandell in 1998.
Activist investors buy stakes and agitate management and
directors of targeted companies to make changes they believe
will boost returns for shareholders.
For Related News and Information:
JDS Uniphase Activist Sandell Urges Vote Against CEO
JDSU Activist Sandell Planning to Escalate Unit Sale Campaign
JDSU Breakup Plan Said to Follow Push From Investor Sandell
Uniphase, JDS Fitel Complete US$7.05 Billion Merger
To contact the reporter on this story:
Beth Jinks in San Francisco at +1-415-617-7141 or
bjinks1@bloomberg.net
To contact the editors responsible for this story:
Mohammed Hadi at +1-212-617-2914 or
mhadi1@bloomberg.net
Elizabeth Wollman, Jillian Ward