425 1 a2119096z425.htm 425

Filed by New Focus, Inc. Pursuant to Rule 425

Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: New Focus, Inc.

Commission File No.: 000-29811

 

 

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[NEW FOCUS(R) LOGO]

 

Company Meeting
September 22, 2003

 



 

Disclaimer

 

Any remarks that we may make about future expectations, plans and prospects for Bookham constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995.  Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in our Annual Report on Form 20-F for the year ended December 31, 2002, as amended, which is on file with the Securities and Exchange Commission.  Forward-looking statements represent Bookham’s estimates as of the date made, and should not be relied upon as representing Bookham’s estimates as of any subsequent date.  While Bookham may elect to update forward-looking statements in the future, it disclaims any obligation to do so.

 

Similarly, any remarks that we may make about future expectations, plans and prospects for New Focus constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to risks and uncertainties and actual results may differ materially as a result of various important factors, including those discussed in our Annual Report on Form 10-K for the year ended December 29, 2002, which is on file with the Securities and Exchange Commission. While New Focus may elect to update forward-looking statements in the future, it disclaims any obligation to do so.

 



 

Merger of New Focus with Bookham - transaction highlights

 

                              Bookham acquires New Focus for $191 million in stock

                        84 million shares, including assumed exercise of options

                        Fixed net cash distribution of approximately $140 million to New Focus stockholders

                        $4.91 price based on September 19. 2003 in London

                        27.4% pro forma ownership for New Focus stockholders

 

                              Acquisition benefits for Bookham:

                        New Focus business has $25 million per year of complementary non-telecom revenue

                        New Focus business close to breakeven today with good growth prospects and improving margins

                        $105 million of cash on closing balance sheet

                        Low-cost China manufacturing facility

 

                              Acquisition benefits for New Focus:

                        Valuable return for stockholders

                        Maintains current business prospects

                        Synergies with Bookham products and distribution channels

 



 

Strategic rationale for Bookham

 

                              Accelerates development of non telecom optical business

                        Non telecom revenues will increase from 6% to 20% of total Bookham revenues

 

                              Reduces dependency on major telecom customers

                        Adds roster of important semiconductor and defense customers including KLA-Tencor, ASML, other major semiconductor equipment manufacturers as well as several tier-one defense contractors

 

                              Expands low cost manufacturing capability through state-of-the-art Chinese facility

 

                              Establishes strong Bookham presence in Silicon Valley

 

                              Accelerates time to operating cash breakeven

 



 

Bookham Overview

 



 

Bookham - key facts

 

                              Founded in 1988

                              1998: First commercial products (transceivers)

                              1998: Intel and Cisco invest in Bookham

                              April 2000: Traded on NASDAQ and London Stock Exchange (LSE)

                              Feb 2002: Acquired Marconi’s optical component business

                        Fab and actives; Became a player in tunable lasers and modulators

                              November 2002: Acquired Nortel Networks Optical Components

                        Acquired one of largest product line in the industry

                              December 2002: Gained number 2 position worldwide in telecom optical components

                              July 2003: Acquired Cierra Photonics

                        Opens up new market opportunities with thin film filters

                              August 2003: Completed integration/closure of former Nortel facilities

 



 

Bookham facilities (1865 employees)

 

Caswell, UK
Main GaAs and InP fab

 

180k sq ft
37k sq ft clean room

 

Established 1940s

 

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Paignton, UK
Main A&T facility

 

240k sq ft
92k sq ft clean room

 

Established 1970s

 

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Milton, UK
HQ

 

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Zurich, Switzerland
980 Pump Laser Chip

 

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Santa Rosa, US
TFF

 

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Kanata, Canada
R&D

 

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Number 2 in telecom optical components

 

Q2 2003 Telecom Optical Components Revenues
(estimates; excludes datacom and other revenues)

 

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Full product coverage
Both depth and breadth

 

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Non-telecom product lines

 

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                              RF Microwave – MMICs

                        Levers ~40yrs of MMIC experience of Caswell

                  6” GaAs and 3” InP

                  0.12/0.15um pHEMT/ 0.5um MESFET processes

                  Strong MMIC design capability

                        Customers are Tier 1 defense contractors (primarily European)

 

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                              RF Optics

                        Levers telecom capabilities

                  Best-in-class telecom components

                        Customers are Tier 1 defense contractors (primarily European)

 

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                              Lasers – High power diodes

                        Levers key technical strengths of Zurich

                  High reliability (<50 FIT rate 980 pumps)

                  High power and brightness

                        Targets laser manufacturers of diode-pumped lasers

 



 

Bookham overall strategy

 

                              Leverage position of market leadership to gain share in telecom

                        Secure revenue base (supply agreements with Nortel and Marconi)

                  Continue expansion into new tier 1 accounts

                        Make ex-NNOC products available to all other customers

                        Forward-integrate into subsystems (create barriers to entry)

                  Use technology depth to deliver differentiation in cost, space and power consumption

                        Exploit consolidation opportunities to gain added scale

 

                              Develop non-telecom business

                        Continue growth of MMICs

                        Expand into related opportunities in industrial, datacom, military and aerospace

 

                              Implement competitive cost structure

                        Deliver on restructuring targets

                        Realise scale benefits (R&D, manufacturing)

                        Cash management

                        Continuing cost-reduction

 



 

Next steps in process

 

Announcement

 

September 22

 

 

 

 

 

Integration planning

 

 

 

Liam Nagle, COO meets with New Focus managers

 

September 24

 

Set-up integration planning team

 

 

 

Giorgio Anania, CEO presents Bookham strategy to New Focus employees

 

October 1 or 2

 

Ongoing planning meetings

 

 

 

 

 

 

Stockholder vote

 

December

 

 

 

 

 

Close transaction

 

December / January

 

Timings subject to changes

 



 

 

Additional Information And Where To Find It

 

Bookham Technology, Inc. plans to file a Registration Statement on Form F-4 with the Securities and Exchange Commission in connection with the merger transaction involving Bookham Technology and New Focus and this Registration Statement on Form F-4 will contain a joint proxy statement/prospectus that Bookham Technology and New Focus, Inc. intend to file in connection with the merger transaction.  Investors and security holders are urged to read this filing when it becomes available because it will contain important information about the merger.  Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at www.sec.gov.   In addition, investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by Bookham Technology by contacting Bookham Technology Investor Relations at + 44 (0) 1235 837000.  Investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by New Focus, Inc. by contacting New Focus Investor Relations at (408) 919 5384.

 

Bookham Technology and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of New Focus in connection with the merger.  Information regarding the special interests of these directors and executive officers in the merger will be included in the proxy statement/prospectus of Bookham Technology and New Focus described above.  Additional information regarding the directors and executive officers of Bookham Technology is also included in Bookham Technology’s Annual Report on Form 20-F, which was initially filed with the Securities and Exchange Commission on March 19, 2003, as amended by the Annual Report on Form 20-F/A filed with the Securities and Exchange Commission on September 10, 2003.  This document is available free of charge at the Securities and Exchange Commission’s web site at www.sec.gov and from Bookham Technology by contacting Bookham Technology Investor Relations at + 44 (0) 1235 837000.

 

New Focus and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of New Focus in connection with the merger.  Information regarding the special interests of these directors and executive officers in the reorganization transaction described herein will be included in the proxy statement/prospectus of Bookham Technology and New Focus described above.  Additional information regarding these directors and executive officers is also included in New Focus’s proxy statement for its 2003 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on or about April 11, 2003.  This document is available free of charge at the Securities and Exchange Commission’s web site at www.sec.gov and from New Focus by contacting New Focus Investor Relations at (408) 919 5384.