SAN JOSE, Calif., Nov. 8 -- JDS Uniphase Corp. and Optical Coating Laboratory Inc. have signed a definitive agreement to merge in a move to solidify their long-standing partnership. The estimated value of the transaction is approximately $2.8 billion. Under the agreement, 0.928 shares of JDS Uniphase common stock will be exchanged for each outstanding share of OCLI. The companies expect the merger to close in the first calendar quarter of 2000, pending the obtaining of required clearances under the Hart-Scott-Rodino Antitrust Improvement Act, other governmental approvals, and the consent of OCLI stockholders. OCLI will operate as a wholly owned subsidiary of JDS Uniphase after the merger.