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1 June 2015

Amada to purchase stock in subsidiary of Lumentum after JDSU separation in Q3/2015

JDSU of Milpitas, CA, USA recently signed a definitive agreement for Japan's Amada Holdings Co Ltd (a manufacturer of machine tools for metal fabrication) to purchase up to $40m of preferred stock of a subsidiary of Lumentum Holdings Inc, the publicly traded company that will result from the planned spin-off of JDSU's Communications and Commercial Optical Products (CCOP) business unit. The spin-off is expected to happen in third-quarter 2015 and the final amount of Amada's investment will be determined based on initial trading of Lumentum Holdings Inc common stock.

"We are honored that Amada has committed to invest in our business as we progress towards becoming our own publicly traded company," says Alan Lowe, CCOP president and CEO-designate of Lumentum. "We look forward to continued collaboration, as we have for more than eight years," adds Amada's president & CEO Mitsuo Okamoto. JDSU and Amada co-developed kilowatt-class turnkey laser systems incorporating JDSU's CORELIGHT Series fiber-laser and direct-diode laser engines.

Upon initial trading of Lumentum's common stock, Amada will purchase from JDSU Series A Preferred Stock in a Lumentum subsidiary. The preferred stock may be converted into shares of common stock of Lumentum Holdings Inc starting from the second anniversary of the closing of the stock purchase (provided that there is no change of control or similar event in Lumentum Holdings Inc) using a conversion price calculated on the basis of 125% of the volume-weighted average price per share of Lumentum Holdings Inc's common stock in the five trading days following the spin-off. Cumulative dividends will accrue at the annual rate of 2.5%, but will be paid only when and if declared by Lumentum's board.

The investment is contingent upon the consummation of the spin-off and is also subject to other customary closing conditions. No preferred stock will be offered to other parties, including the public. The transaction is expected to close in the second week following the spin-off. Further terms of the proposed transaction are set forth in a stock purchase agreement to be filed as an exhibit to Lumentum Holdings Inc's Registration Statement on Form 10 with the US Securities and Exchange Commission (SEC).

See related items:

JDSU to spin off CCOP business as Lumentum by Q3/2015; NE, SE and OSP businesses to become Viavi

JDSU introduces new laser technology for materials processing

JDSU launches five kW-class turnkey laser systems for materials processing

JDSU and Amada launch 2kW direct diode laser for sheet metal cutting

Tags: JDSU Optical communications Laser diodes

Visit: www.jdsu.com

Visit: www.amada.co.jp/english

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