Viavi Solutions Reaches Settlement With Activist Sandell Asset

Viavi Solutions Inc., the network-testing equipment company formerly known as JDS Uniphase, reached a settlement with activist Sandell Asset Management Corp., agreeing to appoint two directors and hire an investment bank.

Donald Colvin, former chief financial officer at Caesars Entertainment Corp., and Tor Braham, a former tech deals head at Deutsche Bank Securities, will fill two additional board seats Viavi had announced earlier. The pair will be part of a four-person committee, which will conduct strategic reviews with the help of an independent adviser, the company said in a statement and regulatory filing on Thursday.

Sandell, which owns about 5 percent of Viavi, had been threatening a proxy fight. As part of today’s standstill pact, Viavi will recommence share buybacks and change its stock compensation plan, while the activist investor will limit its holdings to less than 9.9 percent and not fight proposals at the annual meeting. Both Viavi and Sandell agreed to non-disparagement clauses.

The hedge fund run by Thomas Sandell has publicly agitated for changes at the former JDS Uniphase for the past year. The company recently completed a planned spinoff of its optical-components business into Lumentum Holdings Inc. and renamed itself Viavi, which owns a telecom network test-and-measurement unit and an anti-counterfeiting solutions business.

Sandell had urged the company to review its strategic alternatives, including options for each unit as well as an outright sale of the entire company. The fund had suggested the most lucrative path for shareholders may be to sell the remaining two businesses and transform the listed shell into a platform business, which could then acquire other profitable enterprises and benefit from Viavi’s tax advantages related to billions in accumulated losses, Sandell said in September.