425 1 a2119104z425.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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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.

 


 

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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 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.

 

www.bookham.com

 

Thinking optical solutions

 

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

 

1990

Founded around a mission to provide innovative photonics tools

 

 

 

1991

Achieved initial revenues with the introduction of high-speed detectors, electro-optic modulators, and opto-mechanics

 

 

 

1990s

Grew business around key photonics products and technologies

 

 

 

1997

Entered the telecom components and test & measurement market

 

 

 

2000

Completed IPO and secondary offering raising over $550 million

 

 

 

2001

Acquired JCA Technology, a supplier of microwave RF amplifiers

 

 

 

2002

Sold passive optical component product line to Finisar and network tunable laser technology to Intel

 

 

 

Today

Business focused on photonics tools and microwave RF amplifiers for diversified non-telecom markets

 

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 Bookham’s 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 Bookham’s 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 Focus’s China facilities and manufacturing know-how

 

Bookham

 

 

Plant consolidation

 

 

Milton

Paignton
Caswell
Zurich

 

Ottawa

 

Paignton

 

Caswell

 

Poughkeepsie

 

Zurich

 

 

 

Nice-France

 

 

Plant consolidation

 

 

3 facilities in Silicon Valley

San Jose

 

1 facility in Wisconsin

 

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

 

Bookham

 

New Focus

 

Combined

 

 

 

 

 

 

 

 

 

Revenue

 

£

21.0

 

£

3.9

 

£

24.9

 

 

 

 

 

 

 

 

 

Cost Of Sales (1)

 

24.2

 

3.2

 

27.4

 

 

 

 

 

 

 

 

 

Gross Profit/(Loss) (1)

 

(3.2

)

0.7

 

(2.5

)

 

 

 

 

 

 

 

 

R&D (1)

 

8.1

 

1.5

 

9.6

 

 

 

 

 

 

 

 

 

SG&A (1)

 

6.6

 

2.9

 

9.5

 

 

 

 

 

 

 

 

 

Operating Income / (Loss) (1)

 

(17.9

)

(3.7

)

(21.6

)

 

 

 

 

 

 

 

 

Operating Cash flow (2)

 

(14.4

)

(2.9

)

(17.3

)

 


(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

 

Bookham

 

New Focus

 

Combined

 

 

 

 

 

 

 

 

 

Cash & Short Term Investments (1)

 

£

70.8

 

£

72.2

 

£

143.0

 

 

 

 

 

 

 

 

 

Accounts Receivable

 

14.8

 

1.6

 

16.4

 

 

 

 

 

 

 

 

 

Inventory

 

16.6

 

2.1

 

18.7

 

 

 

 

 

 

 

 

 

Net Current Assets

 

107.3

 

78.0

 

185.3

 

 

 

 

 

 

 

 

 

Long Term Liabilities

 

(33.7

)

(7.5

)

(41.2

)

 

 

 

 

 

 

 

 

Net Assets

 

112.3

 

92.8

 

205.1

 

 


(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 Bookham’s directors and executive officers is contained in Bookham’s 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, Bookham’s directors and executive officers beneficially owned approximately 33,806,421 shares (including shares underlying options exercisable within 60 days), or 15.92%, of Bookham’s ordinary shares.  Information regarding New Focus’s directors and executive officers is contained in New Focus’s 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 Focus’s directors and executive officers beneficially owned approximately 3,317,696 shares (including shares underlying options exercisable within 60 days), or 5.2%, of New Focus’s 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 Focus’s 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 Focus’s 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 Bookham’s Annual Report on Form 20-F for the year ended December 31, 2002, as amended, and New Focus’s Annual Report on Form 10-K for the year ended December 29, 2002 and New Focus’s most recent quarterly report filed with the SEC and Bookham’s 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.

 

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