Activist JDSU Shareholder Now Stalks Viavi

An activist shareholder is urging Viavi Solutions to make numerous changes and explore selling all or parts of the company, and the identity of that shareholder will come as no surprise to anyone who followed Viavi's recent spinoff from JDSU.

Sandell Asset Management sent a letter to Viavi Solutions Inc. 's board of directors last week requesting that the company explore strategic alternatives "for the NSE [network and service enablement] and OSP [optical security and performance products] businesses, as well as Viavi as a whole. Sandell believes that shareholders could receive over $10 per share in value if Viavi was sold in its entirely."

Sandell will be a familiar name to anyone who followed JDSU, the company whose corporate split strategy created Viavi as an NSE spinoff and Lumentum Holdings Inc. as an optical components spinoff. Sandell railed against JDSU's management and board for not pursuing other strategic paths. (See JDSU to Split in Two.)

For several months prior to JDSU's August 2014 announcement of its plans to split, Sandell urged JDSU to pursue asset sales instead. Sandell's activism only increased after the split was announced, as in November 2014 it called on JDSU to sell the Commercial Communications and Optical Products business that eventually would be spun off as Lumentum. It also appealed to fellow JDSU shareholders to vote against the re-election of JDSU CEO Thomas Waechter to the company's board of directors.

In April of this year, Sandell issued another letter calling on fellow JDSU shareholders to challenge proposed corporate governance rules for the Lumentum spinoff, which limited the ability of shareholders to call special meetings or challenge management actions.

Sandell's latest appeal focuses instead on Viavi, in which it retains a post-spinoff 5.1% ownership stake. It comes at an interesting time, given that Waechter, who became CEO of Viavi when the spinoff was completed last month, stepped down from that role just days after the spinoff became official. Viavi also is now seeking to enlarge its board from five to eight directors, and in its latest missive Sandell said it can recommend the right people for those board slots. (See Viavi CEO Steps Down.)

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Viavi and Lumentum each often have been mentioned by analysts as likely to participate in M&A in the short term, though no moves have been made yet. (See JDSU's Viavi Emerges With Broader SDN Focus and Lumentum Looks to Be a Buyer.)

— Dan O'Shea, Managing Editor, Light Reading