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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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 Commissions 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 Technologys 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 Commissions 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 Focuss 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 Commissions web site at www.sec.gov
and from New Focus by contacting New Focus Investor Relations at (408) 919
5384.
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shown above
Filed by Bookham Technology plc
pursuant to Rule 425
under the Securities Act of 1933
Subject Company: New Focus, Inc.
Commission File No.:
000-29811
This filing relates to a
proposed merger (the Merger) between Bookham Technology plc (Bookham) and
New Focus, Inc. (New Focus) pursuant to the terms of an Agreement and Plan of
Merger, dated as of September 21, 2003 (the Merger Agreement), by and
among Bookham, Budapest Acquisition Corp. and New Focus
On
September 22, 2003, Bookham posted the following slide presentation
regarding the Merger to its website.
[LOGO]
Thinking optical solutions
UK
Investor Presentation
September 2003
1
[LOGO]
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 Bookhams estimates as of
the date made, and should not be relied upon as representing Bookhams
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.
www.bookham.com
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Thinking optical solutions
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2
Proposed acquisition of New
Focus by Bookham - transaction highlights
All-share acquisition of New Focus by Bookham
Bookham would acquire New Focus for £118
million ($191 million) in stock
84 million shares, including assumed exercise
of options (fixed 1.2015 exchange ratio)
Fixed net cash distribution of approximately £86 million ($140 million) to New Focus shareholders
27.4% pro forma ownership for current
stockholders of New Focus
Acquisition would give Bookham:
$25 million per year non-telecom optical
components/RF business
New Focus business which is progressing
towards breakeven with improving margins and revenue growth prospects
£65 million ($105 million) of cash on closing balance sheet
Low-cost China manufacturing facility
Transaction expected to accelerate
development of non telecom optical business and reduce dependency on major
telecom customers
Non-telecom revenues in 2004 expected to be
approximately 30% of total Bookham revenues
Estimated closing date December 2003
3
Strategic rationale of proposed transaction
Expect to:
Provide substantial increase in cash reserves
Accelerate development of non-telecom optical
business
Reduce dependency on major telecom customers
Provide additional low cost manufacturing
capability through state-of-the-art Chinese facility
Establish strong Bookham presence in Silicon
Valley
Accelerate time to operating cash breakeven
4
Expected benefits to New Focus
Positive shareholder return
Tax efficient cash distribution of
approximately $140 million
Approximately 84 million Bookham ordinary
shares, £118 million ($191 million) based on London
Stock Exchange close on September 19, 2003
$4.91 per share, 18% premium on NUFO close on
September 19, 2003
Balanced mix of cash distribution and
significant equity position in Bookham
Positive outcome for New Focus business and
employees
Strong product fit
Synergies in distribution channels and
component infeeds
Continue to grow New Focus product portfolio
On-going relationship with Bookham
Board representation
Involvement integrating New Focus with
Bookham
5
Expected to accelerate
development of non-telecom optical business
Q2
2003
[CHART]
Bookham
[CHART]
Bookham Pro forma
New Focus is a
leading provider of Photonics and Microwave Solutions to diversified markets
New Focus has a
strong reputation for innovation, quality and customer service
New Focus has
over 100 patents and applications and 20 industry awards for innovation
New Focus served
markets are estimated at $1 billion in 2003 (1)
Acquisition is
consistent with previously announced non-telecom diversification strategy
(1) Source: Laser Focus World,
Berenberg Bank, Medical Report, and Strategies Unlimited
In 2004, expect approximately 30% of revenues from
non-telecom customers
6
New Focus: key facts
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1990
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Founded around a mission to provide innovative photonics tools
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1991
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Achieved initial revenues with the introduction of high-speed
detectors, electro-optic modulators, and opto-mechanics
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1990s
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Grew business around key photonics products and technologies
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1997
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Entered the telecom components and test & measurement market
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2000
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Completed IPO and secondary offering raising over $550 million
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2001
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Acquired JCA Technology, a supplier of microwave RF amplifiers
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2002
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Sold passive optical component product line to Finisar and network
tunable laser technology to Intel
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Today
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Business focused on photonics tools and microwave RF amplifiers for
diversified non-telecom markets
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7
New Focus businesses:
(1) Optoelectronic tools
and devices
Products
Modulators
Detectors
Laser sources
Precision actuators/optomechanics
Customers
Optoelectronics OEMs
Semicon equipment manufacturers
Manufacturers of metrology and test &
measurement systems
[GRAPHIC]
Synergy in product breadth, laser infeeds, know-how
8
New Focus businesses:
(2) Tunable lasers and
systems
Products
Wide range of products
Benchtop tunable lasers and OEM subsystems
Widely tunable lasers and ultra-stable
narrowly tunable lasers
Many wavelengths spanning 630 to 1600nm
Customers
OEM manufacturing
Optical sensing systems
Optical spectroscopy systems
Manufacturing test systems
Civil and defense R&D departments
[GRAPHIC]
Synergy in distribution, know-how, product breadth, chip infeeds
9
New Focus businesses:
(3) Microwave RF amplifiers
Products
Comprehensive line of RF amplifiers for defense applications
Operating frequencies from 10 kHz to beyond
20 GHz
Ultra-Low Noise Amplifiers
Octave-Band Amplifiers
Ultra-Broad Band Amplifiers
Multi-Octave EW and ECM Amplifiers
Extended Radar-Band FET Amplifiers
Limiting Amplifiers
Tri-band Amplifiers
Narrow Band Power Amplifiers
[GRAPHIC]
Customers
Military/aerospace OEMs
Strong synergies with
Bookhams current MMIC business
US market entry for Bookham
EU market entry for New Focus
MMICs infeeds to New Focus amplifiers
10
Diversified Blue Chip customers
[GRAPHIC]
Research
11
Expected to reduce
dependency on major telecom customers
Q2 2003
[CHART]
Bookham
[CHART]
Bookham
Pro forma
12
New Focus facilities
Location: San
Jose, CA
Size: 60k sq ft
[PICTURE]
San Jose
Technical/business presence important asset
for Bookhams planned expansion strategy
Two facilities: room for either expansion or
cost-reduction
Location:
Shenzhen, China
Size: 247k sq ft
[PICTURE]
China
State-of-the-art facility in Shenzhen Free
Trade Zone, close to Huawei and with prime location overlooking Hong-Kong
(currently empty)
13
New Focus business performance
$6.3
million gross revenues in Q2 2003, growing for last 3 quarters
Gross margin of 17% in Q2 2003
Approximately 200 employees at end Q2 2003
Important capabilities:
Strong emphasis on improving on-time delivery
to customers
Inventory turns at >3x for photonics and
>14x for RF
Clean receivables and inventory
Manufacturing strategy of keeping value-added
in-house, outsourcing lower value-add (synergy with Bookham infeeds and
Shenzhen manufacturing facility)
Low cost Asian supply chain; ISO certified
14
[GRAPHIC]
Financials
All US dollar numbers have been translated at
£1.00 = $1.62
15
Financial summary
Business
Gross revenues of £3.9 million ($6.3 million)
in Q2 2003
Gross margin of 17% in Q2 2003
Operating loss of £3.7 million ($6.0 million)
in Q2 2003
Operating cash outflow of £2.9 million ($4.7
million) in Q2 2003
Synergies
G&A overlap
Manufacturing margin capture
Financial synergies
Asset base
Strong balance sheet
£65 million ($105 million) of cash on closing
balance sheet
Valuable China facility
16
Anticipated operations
integration and restructuring: proven track record
Both Bookham and New Focus have significant
experience in successfully consolidating / moving facilities and lowering
manufacturing overheads.
Bookham expects to realise significant
savings through the utilization of New Focuss China facilities and
manufacturing know-how
Bookham
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Plant consolidation
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Milton
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Paignton
Caswell
Zurich
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Ottawa
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Paignton
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Caswell
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Poughkeepsie
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Zurich
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Nice-France
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Plant consolidation
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3 facilities in Silicon
Valley
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San Jose
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1 facility in Wisconsin
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Note: Quarterly overhead savings achieved in
2003
17
Anticipated
post-combination cost reductions
G&A overlap
Elimination of New Focus public company
expenses
G&A synergies with redundant functional
headcount
Manufacturing margin capture
MMICs insourcing
Caswell and Zurich laser infeeds (lasers,
receivers)
Santa Rosa coating operations
Low cost manufacturing facility in China
Expected total pre-tax synergies of £3
million to £5 million in 2004
Customer synergies (eg, in RF/MMICS) are
expected to be additional
18
Financial Impact
Pro-forma income statement (in £ million)
Q2 2003
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Bookham
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New Focus
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Combined
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Revenue
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£
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21.0
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£
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3.9
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£
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24.9
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Cost
Of Sales (1)
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24.2
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3.2
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27.4
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Gross
Profit/(Loss) (1)
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(3.2
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)
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0.7
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(2.5
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)
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R&D
(1)
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8.1
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1.5
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9.6
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SG&A
(1)
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6.6
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2.9
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9.5
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Operating
Income / (Loss) (1)
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(17.9
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(3.7
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(21.6
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Operating
Cash flow (2)
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(14.4
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(2.9
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(17.3
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(1) Excludes charges which generslly have included restructuring costs
(2) Represents earnings before interest, taxes, depreciation and
amortisation and excluding charges
Anticipated next steps
Announced restructurings Bookham
Ottawa fab closure
Other Bookham cost reductions
New Focus
Q3 staff reductions
Anticipated synergies of G&A
consolidation of New Focus
Anticipated growth through market share gains
and expansion of non-telecom revenues
19
Anticipated financial
impact of proposed transaction
Summary balance sheet (in £ million)
Pro-forma
30 June 2003
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Bookham
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New Focus
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Combined
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Cash
& Short Term Investments (1)
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£
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70.8
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£
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72.2
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£
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143.0
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Accounts
Receivable
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14.8
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1.6
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16.4
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Inventory
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16.6
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2.1
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18.7
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Net
Current Assets
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107.3
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78.0
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185.3
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Long
Term Liabilities
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(33.7
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(7.5
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(41.2
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Net
Assets
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112.3
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92.8
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205.1
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(1) New Focus cash figures post distribution of £86 m to New Focus
shareholders (and potential proceeds from New Focus option exercises) but
excludes deal costs estimated at £7.5 m
20
Outlook
Q3 03 revenue projection: £21 million to £24 million
Gross margin expected to improve by 10% or
more
Exceptional charges projection: £14 million
to £16 million
Q3 03 cash burn projection (including
exceptionals): £20 million to £23 million
21
Summary
Strong market position: #2 in telecom, which
would be balanced outside of telecom
Strong and expanding telecom customer base
(NT/MONI/Huawei), which would be significantly de-risked
Strong revenue base (supply agreements)
Strong product line-up
Strong manufacturing base; proposed
transaction would add low-cost manufacturing site
Operational execution
Deep management expertise
Strong financial position
Record of consolidation and successful
integration
22
[LOGO]
Thinking
optical solutions
Important Additional
Information will be filed with the Securities Exchange Commission
Bookham plans to file with the SEC a
Registration Statement on Form F-4 in connection with the transaction and
Bookham and New Focus plan to file with the SEC and mail to the stockholders of
New Focus, a Joint Proxy Statement/Prospectus in connection with the
transaction. The Registration Statement
and the Joint Proxy Statement/Prospectus will contain important information
about Bookham, New Focus, the transaction and related matters. Investors and security holders are urged to
read the Registration Statement and the Joint Proxy Statement/Prospectus
carefully when they are available.
Investors and security holders will be able
to obtain free copies of the Registration Statement and the Joint Proxy
Statement/Prospectus and other documents filed with the SEC by Bookham and New
Focus through the web site maintained by the SEC at http://www.sec.gov.
In addition, investors and security holders
will be able to obtain free copies of the Registration Statement and the Joint
Proxy Statement/Prospectus from Bookham by contacting Investor Relations on +44
(0) 1235 837000 or from New Focus by contacting the Investor Relations
Department at +1 408 919 2736.
Bookham and New Focus, and their respective
directors and executive officers, may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated by the
merger agreement. Information regarding
Bookhams directors and executive officers is contained in Bookhams Annual Report
on Form 20-F for the year ended December 31, 2002, as amended, which is
filed with the SEC. As of
September 1, 2003, Bookhams directors and executive officers beneficially
owned approximately 33,806,421 shares (including shares underlying options
exercisable within 60 days), or 15.92%, of Bookhams ordinary shares. Information regarding New Focuss directors
and executive officers is contained in New Focuss Annual Report on Form 10-K
for the year ended December 29, 2002 and its proxy statement dated
April 15, 2003, which are filed with the SEC. As of April 15, 2003, New Focuss directors and executive
officers beneficially owned approximately 3,317,696 shares (including shares
underlying options exercisable within 60 days), or 5.2%, of New Focuss common
stock. A more complete description will
be available in the Registration Statement and the Joint Proxy
Statement/Prospectus.
Statements
in this document regarding the proposed transaction between Bookham and New
Focus, the expected timetable for completing the transaction, future financial
and operating results, benefits and synergies of the transaction, future
opportunities for the combined company and any other statements about Bookham
or New Focus managements future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact
(including statements containing the words believes, plans, anticipates,
expects, estimates and similar expressions) should also be considered to be
forward-looking statements. There are a
number of important factors that could cause actual results or events to differ
materially from those indicated by such forward-looking statements, including: the
ability to consummate the transaction, the ability of Bookham to successfully
integrate New Focuss operations and employees, the ability to realize
anticipated synergies and cost savings; recovery of industry demand, the need
to manage manufacturing capacity, production equipment and personnel to
anticipated levels of demand for products, possible disruption in New Focuss
commercial activities caused by terrorist activities or armed conflicts, the
related impact on margins, reductions in demand for optical components,
expansion of our business operations, quarterly variations in
results, currency exchange rate fluctuations, manufacturing
capacity yields and inventory, intellectual property issues and the other
factors described in Bookhams Annual Report on Form 20-F for the year ended
December 31, 2002, as amended, and New Focuss Annual Report on Form 10-K
for the year ended December 29, 2002 and New Focuss most recent quarterly
report filed with the SEC and Bookhams most recent current reports on Form 6-K
submitted to the SEC. Bookham and New
Focus disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of this
document.
23