425 1 a2146990z425.htm FORM 425 PRESENTATION

 

Filed by Tellabs, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934

 

Subject Company: Advanced Fibre Communications, Inc.
SEC File No.: 333-116794

 

Additional Information and Where to Find It

 

This communication is not a solicitation of a proxy from any security holder of Advanced Fibre Communications, Inc. Tellabs, Inc. has filed with the Securities and Exchange Commission a Definitive Proxy Statement/Prospectus, and Advanced Fibre Communications, Inc. has mailed the Definitive Proxy Statement/Prospectus to its stockholders concerning the proposed merger of Advanced Fibre Communications, Inc. with a subsidiary of Tellabs, Inc. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov. In addition, documents filed with the SEC by Tellabs, Inc. will be available free of charge from Tellabs Investor Relations, 1415 West Diehl Road, Naperville, IL 60563, 630-798-8800. Documents filed with the SEC by Advanced Fibre Communications, Inc. will be available free of charge from Advanced Fibre Communications Investor Relations, 1465 North McDowell Blvd., Petaluma, CA, USA 94954, 707-792-3500. Interest of Certain Persons in the Merger.

 

Advanced Fibre Communications, Inc., and its directors and executive officers and other members of its management and employees, may be deemed to be participants in the solicitation of proxies from the stockholders of Advanced Fibre Communications, Inc. in connection with the merger. The directors and executive officers of Advanced Fibre Communications, Inc. have interests in the merger, some of which may differ from, or may be in addition to, those of the respective stockholders of Advanced Fibre Communications, Inc. generally. Those interests are described in greater detail in the Proxy Statement/Prospectus with respect to the merger, which may include potential membership on the Tellabs, Inc. Board of Directors, option and stock holdings and indemnification. Information about the directors and executive officers of Advanced Fibre Communications, Inc. and their ownership of Advanced Fibre Communications, Inc. stock is set forth in the proxy statement for Advanced Fibre Communications, Inc.’s 2004 annual meeting of stockholders. Investors may obtain additional information regarding the interests of the participants by reading the proxy statement/prospectus.

 

The following is a presentation by Tellabs, Inc. at the UBS Ninth Annual Global Communications Conference on November 18, 2004.

 



 

 

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UBS Ninth Annual Global
Communications
Conference

November 18, 2004

 

 

Krish Prabhu

 

President and CEO

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This Presentation May Contain Forward-looking Statements.

 

Such statements should be viewed in the context of the risk factors articulated in Tellabs’ most recent SEC filings. This presentation may include GAAP and non-GAAP financial measures. A complete reconciliation of such measures can be found at our tellabs.com web site.

 

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This communication is not a solicitation of a proxy from any security holder of Advanced Fibre Communications, Inc.  Tellabs, Inc. has filed with the Securities and Exchange Commission a Definitive Proxy Statement/Prospectus.  Advanced Fibre Communications, Inc. has mailed a Definitive Proxy Statement/Prospectus to its stockholders concerning the proposed merger of Advanced Fibre Communications, Inc. with a subsidiary of Tellabs, Inc.

 

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

 

Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov.  In addition, documents filed with the SEC by Tellabs, Inc. will be available free of charge from Tellabs Investor Relations, 1415 West Diehl Road, Naperville, IL 60563, 630-798-8800.  Documents filed with the SEC by Advanced Fibre Communications, Inc. will be available free of charge from Advanced Fibre Communications Investor Relations, 1465 North McDowell Blvd., Petaluma, CA, USA 94954, 707-792-3500.

 

Interest of Certain Persons in the Merger

 

Tellabs, Inc. and Advanced Fibre Communications, Inc., and their respective directors and executive officers and other members of their management and employees, may be deemed to be participants in the solicitation of proxies from the stockholders of Advanced Fibre Communications, Inc. in connection with the merger.  The directors and executive officers of Tellabs, Inc. and Advanced Fibre Communications, Inc. have interests in the merger, some of which may differ from, or may be in addition to, those of the respective stockholders of Tellabs, Inc. and Advanced Fibre Communications, Inc. generally.  Those interests are described in greater detail in the Definitive Proxy Statement/Prospectus with respect to the merger, which may include potential membership on the Tellabs, Inc. Board of Directors, option and stock holdings and indemnification.  Information about the directors and executive officers of Tellabs, Inc. and their ownership of Tellabs, Inc. stock is set forth in the proxy statement for Tellabs, Inc.’s 2004 annual meeting of stockholders.  Information about the directors and executive officers of Advanced Fibre Communications, Inc. and their ownership of Advanced Fibre Communications, Inc. stock is set forth in the proxy statement for Advanced Fibre Communications, Inc.’s 2004 annual meeting of stockholders. Investors may obtain additional information regarding the interests of the participants by reading the proxy statement/prospectus.

 

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About Tellabs

 

                  For 30 years, Tellabs has been providing infrastructure products to wireless, wireline and cable companies

 

                  A strong reputation for reliable products and superior customer service

 

                  Nearly $15B of deployed base with North American Tier 1 customers and International Tier 2 customers

 

                  Debt free with strong balance sheet

 

                  Profitable, generating nearly $50M cash per quarter

 

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About the opportunities

 

                  Over the next 10 years, public network infrastructure will go through an upgrade cycle

 

                  Narrowband to broadband

 

                  Circuit to packet

 

                  Fixed to mobile

 

                  Single service to multiple services

 

                  Tellabs can benefit from these opportunities by

 

                  Enhancing our deployed base

 

                  Selectively launching new products

 

                  Extending our footprint through acquisitions

 

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Three Strategies for Growth

 

 

 

Energize
The Core

 

 

 

 

 

 

 

Establish
A Presence
In Data

 

 

 

Expand Into
Adjacent Markets

 

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Energize The Core Business

 

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Energize The Core

 

Establish A Presence In Data

 

Expand Into Adjacent Markets

 

Deployed Base:

                  Ethernet capability on Tellabs® 5500

                  Integrated VQE on Tellabs® 5500

                  Integrated management for Tellabs® 8100/6300

                  Ethernet-over-SDH for Tellabs® 6300

 

New Transport Platforms:

                  Integrated SONET and DWDM on Tellabs® 7100

                  Integrated TDM and Ethernet on Tellabs® 5500 NGX

 

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Establish A Presence In Data

 

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Energize The Core

 

Establish A Presence In Data

 

Expand Into Adjacent Markets

 

Introduce a Family of New Data Products:

 

                  Tellabs® 8800 multi-service router series for IP/MPLS services convergence

 

                  Tellabs® 8600 Ethernet service delivery platform

 

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Expand Into Adjacent Markets

 

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Energize The Core

 

Establish A Presence In Data

 

Expand Into Adjacent Markets

 

Establish a Position in Access

 

                  Announced merger with AFC

 

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AFC Brings

 

                  Leadership in access market

 

                  First mover in developing fiber technologies

 

                  Growing relationships with major incumbent North American carriers

 

                  Established relationships with more than 800 Independent Operating Companies

 

                  Growth plus a strong balance sheet

 

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Tellabs Brings

 

                  Leadership in transport market

 

                  Strong relationships with major incumbent North American carriers

 

                  Scale, scope and experience needed to satisfy RBOC customers

 

                  Award-winning customer service capabilities

 

                  Significant international channel

 

                  Profitability plus a strong balance sheet

 

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A Strong Combination

 

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Compelling
Tier 1
Equipment
Vendor

 

Broad
End-to-End
Solution

 

Well
Positioned for
the Network
Upgrade Cycle

 

Accelerating
Revenue
Growth

 

Continuing
Focus on
Profitability

 

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Strategic Rationale

 

Compelling
Tier 1
Equipment
Vendor

 

      Strengthens relationships with major incumbent carriers

 

13



 

Compelling
Tier 1
Equipment
Vendor

 

      Strengthens relationships with major incumbent carriers

 

 

 

Broad
End-to-End
Solution

 

      Complementary product portfolios, with ability to manage via umbrella network management

 

Roadshow

 

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Compelling
Tier 1
Equipment
Vendor

 

      Strengthens relationships with major incumbent carriers

 

 

 

Broad
End-to-End
Solution

 

      Complementary product portfolios, with ability to manage via umbrella network management

 

 

 

Well
Positioned for
the Network
Upgrade Cycle

 

      Can leverage incumbent position to drive network upgrades — VoIP, FTTP, Ethernet, MPLS

      Redirect R&D investment to best opportunities

 

Roadshow

 

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Accelerating
Revenue
Growth

 

      Complementary domestic and international sales channels

 

16



 

Accelerating
Revenue
Growth

 

      Complementary domestic and international sales channels

 

 

 

Continuing
Focus on
Profitability

 

      Leverage supply-chain efficiencies

      Operating leverage in continued businesses

      Eliminate duplicative public company costs and other SG&A savings

 

Roadshow

 

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Amended Terms

 

                  $1.5B deal equals $16.60/share when announced

 

                  0.504 TLAB shares and $12 for each AFC share

 

                  Accretive to full-year 2005 results on pretax, per-share basis including synergies and excluding amortization of acquired intangibles and purchase accounting adjustments

 

                  Subject to approval by AFC shareholders

 

Roadshow

 

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                  Approval of TLAB shareholders not required

 

                  Approximately 45M TLAB shares to be issued, 462M to be outstanding

 

                  AFC shareholders will own approximately 10% of the company

 

                  John Schofield to be on Tellabs’ BOD

 

                  Expected to close around November 30

 

Roadshow

 

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Q & A

 

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Krish Prabhu

 

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