Acquisition Intended to Expand SDL's Offerings to Dense Wavelength Division
             Multiplexing Customers and Enhance European Presence

    SAN JOSE, Calif., March 31 /PRNewswire/ -- SDL, Inc. (Nasdaq: SDLI)
announced today that an agreement has been reached with the board of IOC
International plc (IOC) on the terms of a recommended offer for IOC.  The IOC
Group is a UK-based manufacturer of lithium niobate components for long haul
fiber optic transmission systems.  IOC shares are traded on the United Kingdom
Alternative Investment Market (AIM) under the symbol, IOC.  The acquisition is
intended to expand SDL's range of optical products to its large base of dense
wavelength division multiplexing (DWDM) customers and enhance its presence in
Europe in manufacturing, development and sales and marketing.

    Terms of the Offer
    SDL will offer to acquire the whole of the share capital of IOC in
exchange for new SDL Common Stock on the basis of 1.815 shares of new SDL
Common Stock for every 100 IOC shares (before taking account of SDL's recently
announced intention to declare a 2-for-1 stock split by way of a stock
dividend).  Full acceptance of the Offer will involve the issue of SDL Common
Stock representing approximately four percent of SDL's current outstanding
Common Stock, and values IOC's current issued share capital at approximately
$46 million (approximately $50 million on a fully diluted basis after
adjusting for the exercise of all outstanding IOC options and deducting the
aggregate exercise price of such options).  The Offer is intended to qualify
as a pooling of interests transaction and is conditional upon, among other
factors, the SEC declaring a Registration Statement effective and the receipt
of acceptances in respect of 90 percent of IOC shares.  The Offer will be a
taxable transaction to U.S. holders of IOC shares or U.K. holders of IOC
shares resident in the U.S.
    The directors of IOC intend unanimously to recommend IOC shareholders to
accept the Offer.  The U.K. directors of IOC and certain other IOC
shareholders have given irrevocable undertakings to accept the Offer in
respect of holdings amounting in total to 19,766,175 IOC shares, representing
approximately 63.49 percent of IOC's issued share capital as of March 30,
1999.  Of these undertakings, those relating to 5,084,830 IOC shares
(approximately 16 percent) will be binding even if a higher competing offer is
made for IOC and those relating to 14,681,345 IOC shares (approximately 47
percent) will cease to be binding under certain circumstances.  SDL will issue
an Offer document to IOC shareholders following the declaration by the SEC
that the Registration Statement is effective.  SDL expects the acquisition to
be completed in the second quarter of 1999.  Rea Brothers Limited is acting
for SDL in connection with the Offer and Henry Cooke Corporate Finance Ltd is
acting for IOC.
    Following the acquisition, the IOC executive management team is expected
to remain, including Mike Powell, who will continue as managing director of
IOC.  The IOC operating unit will report to Gregory P. Dougherty, the chief
operating officer of SDL.  SDL expects to integrate the sales organizations
into a common structure.

    Acquisition expands SDL's offerings to fiber optic system customers
    Commenting on the Offer, Donald R. Scifres, chairman and chief executive
officer of SDL, said, "The acquisition of IOC is designed to expand our
ability to service the growing DWDM market by broadening our existing product
portfolio.  With the addition of IOC's lithium niobate based components and
modules, we are able to provide our existing customer base with more elements
of their DWDM solutions, while leveraging the increasing market for 10 Gbit/s
products."  Donald R. Scifres continued, "From this acquisition, SDL also
gains additional manufacturing, development and sales and marketing
capabilities.  The combination of SDL and IOC is expected to enable SDL to
further penetrate the European market, while allowing IOC a faster entry to
the substantial U.S. market."
    Mike Powell, managing director of IOC, commented, "The combination of the
two companies adds to IOC's strengths as we benefit from the strong leadership
position SDL has established in the telecommunications industry.  SDL is
considered a key supplier to most of the major telecommunication equipment
suppliers.  We believe SDL's strong customer relationships will allow IOC to
expand rapidly the demand for our products."

    IOC and SDL product offerings
    The IOC Group's products include 2.5 Gbit/s and 10 Gbit/s modulators and
other lithium niobate products which are designed for use in long haul fiber
optic transmission systems.  The IOC Group manufactures hermetically sealed
lithium niobate modulators, developed for high reliability applications for
both 2.5 Gbit/s and 10 Gbit/s transmission.  The worldwide lithium niobate
modulator market is expected to grow significantly as transmission systems
continue to move to 10 Gbit/s data rates per wavelength division multiplexing
(WDM) channel.
    Since the admission of its shares to AIM, IOC has invested heavily in
manufacturing capacity and technologies.  As a result, the IOC Group now
provides high yield manufacturing of high performance products.  IOC tests and
qualifies all its products to industry quality standards.
    The acquisition of IOC is intended to expand SDL's range of optical
products to its DWDM customers and is a key part of SDL's strategy to offer a
full line of critical components to fiber optic system manufacturers.  SDL
already has a leading position for the supply of 980 nm pump modules used in
fiber amplifiers for both terrestrial and undersea communications business.
SDL also offers a line of other products for use in the telecommunications
business including fiber Bragg gratings WDM combined 980 nm pump lasers and
modules, high power 1480 nm laser pump modules, fiber amplifiers and tunable
1550 nm sources for telecommunications diagnostic equipment.
    SDL designs, manufactures and markets fiber optic-related products, lasers
and optoelectronic based systems.  Its products are used in a diversity of
markets such as telecommunications, cable television, dense wavelength
division multiplexing, satellite communications, printing, medical and
materials processing.
    Statements in this press announcement which are not historical, including
statements regarding SDL's or IOC's or their respective management's
intentions, hopes, beliefs, expectations, representations, projections, plans
or predictions of the future, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 (a U.S.
statute).  Such statements include statements regarding SDL's intention to
expand its product range, its customer base, its markets and presence in
Europe with manufacturing, development and sales and marketing, its belief
that the worldwide lithium niobate modulator market will grow significantly,
its expectations to retain the IOC management team, the terms of the Offer and
its expectations to complete the acquisition during the second quarter of
1999.  It is important to note that SDL's and IOC's actual results could
differ materially from those in any such forward-looking statements.  Factors
that could cause actual results to differ materially include risks related to
uncertainties in or failure to meet customer and market requirements, failure
to achieve or participate in market growth, failure to achieve a profitable
operation, inability to penetrate the European markets, delay or failure to
complete the transaction in the second quarter of 1999, delay or failure to
successfully incorporate the acquired business, an inability to retain the
present IOC management team and the risk factors listed form time to time in
SDL's SEC reports including, but not limited to, the annual report on Form
10-K/A for the year ended January 1, 1999.
    The directors of SDL accept responsibility for the information contained
in this press announcement, except for the information in this press
announcement concerning IOC, its subsidiary and their respective businesses,
the directors of IOC and their connected persons and persons acting in concert
with, and associates of, IOC.  Subject as aforesaid, to the best of the
knowledge and belief of the directors of SDL (who have taken all reasonable
care to ensure that such is the case), the information contained in this press
announcement for which they are responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.
    The directors of IOC accept responsibility for the information contained
in this press announcement concerning IOC, its subsidiary and their respect
businesses, themselves and their connected persons and persons acting in
concert with, and associates of, IOC.  To the best of the knowledge and belief
of the directors of IOC (who have taken all reasonable care to ensure that
such is the case), the information contained in this press announcement for
which they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
    The statements set out in the two immediately preceding paragraphs are
included solely to comply with the requirements of Rule 19.2 of the City Code
and shall not be deemed to establish or expand any liability under the
Securities Act or any state securities legislation in the United States.
    The Offer will not be made to IOC shareholders in the United States,
Canada, Australia and Japan.
    Rea Brothers Limited, which is regulated by The Securities and Futures
Authority Limited, is acting exclusively for SDL and no one else in connection
with the Offer, and will not be responsible to anyone other than SDL for
providing the protections afforded to customers of Rea Brothers Limited nor
for providing advice in relation to the Offer.
    Henry Cooke Corporate Finance Ltd., which is regulated by The Securities
and Futures Authority Limited, is acting exclusively for IOC and no one else
in connection with the Offer, and will not be responsible to anyone other than
IOC for providing the protections afforded to customers of Henry Cooke
Corporate Finance Ltd nor for providing advice in relation to the Offer.
    Rea Brothers Limited has approved the contents of this announcement solely
for the purposes of section 57 of the Financial Services Act of 1986.

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