Sandell Comments on Proposed CCOP Spin-Off of JDS Uniphase

Investor Believes Proposed Governance Structure of CCOP Business Does Not Conform with Best Practices

Sandell to Hold Entire Board of Directors of JDSU Accountable for Structure of Spin-Off

NEW YORK--()--Sandell Asset Management Corp. (“Sandell”), a shareholder of JDS Uniphase Corporation (NASDAQ: JDSU) (the “Company” or “JDSU”), issued the following statement after reviewing the Form 10 Registration Statement (the “Spin-Off Registration Statement”) filed with the SEC in connection with the proposed spin-off of the Company’s CCOP business, to be named “Lumentum Holdings Inc.”

“While we had hoped that the Board of Directors of JDSU (the “Board”) would heed the sentiments of a great many of the Company’s shareholders and ensure that the corporate governance structure of the CCOP spin-off entity conform with best practices, the Board has yet again failed the shareholders. According to the description of the future governance of the spin-off entity contained in the Spin-Off Registration Statement, the proposed spin-off entity named Lumentum Holdings Inc. (“Lumentum”) does not intend to permit shareholders to take action by written consent, does not intend to permit shareholders to call special meetings, and intends to allow vacancies on Lumentum’s board of directors to be filled by the remaining directors (without affirming the shareholders’ right to do so).

“The entire Board of Directors of JDSU bears full responsibility for the proposed governance of Lumentum. Furthermore, the Board has chosen to blatantly ignore our February 2 open letter to the Directors highlighting the need for CCOP to conform with best governance practices. We believe the entrenching mechanisms proposed at Lumentum clearly signify that the Board has been disingenuous as regards to its purported willingness to enhance shareholder value and we intend to hold the entire Board accountable for these actions.”

About Sandell Asset Management Corp.

Sandell Asset Management Corp. is a leading private, alternative asset management firm specializing in global corporate event-driven, multi-strategy investing with a strong focus on equity special situations and credit opportunities. Sandell Asset Management Corp. was founded in 1998 by Thomas E. Sandell and has offices in New York and London, including a global staff of investment professionals, traders and infrastructure specialists.

Contacts

Sandell Asset Management Corp.
Adam Hoffman, 212-603-5814

Okapi Partners LLC
Bruce Goldfarb, 212-297-0722 or Pat McHugh, 212-297-0721
or Lisa Patel, 212-297-0720

Sloane & Company
Elliot Sloane, 212-446-1860 or Dan Zacchei, 212-446-1882

Contacts

Sandell Asset Management Corp.
Adam Hoffman, 212-603-5814

Okapi Partners LLC
Bruce Goldfarb, 212-297-0722 or Pat McHugh, 212-297-0721
or Lisa Patel, 212-297-0720

Sloane & Company
Elliot Sloane, 212-446-1860 or Dan Zacchei, 212-446-1882