Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Infinera Corp | d905437d8k.htm |
| EX-99.4 - EX-99.4 - Infinera Corp | d905437dex994.htm |
| EX-99.6 - EX-99.6 - Infinera Corp | d905437dex996.htm |
| EX-99.1 - EX-99.1 - Infinera Corp | d905437dex991.htm |
| EX-99.2 - EX-99.2 - Infinera Corp | d905437dex992.htm |
| EX-99.3 - EX-99.3 - Infinera Corp | d905437dex993.htm |
| EX-99.7 - EX-99.7 - Infinera Corp | d905437dex997.htm |
| EX-99.8 - EX-99.8 - Infinera Corp | d905437dex998.htm |
 All
Staff Information Meeting 9 April 2015
Exhibit 99.5 |
 Public offer from Infinera
Transmode shareholders has received a public offer
from Infinera to acquire 100% of outstanding shares in
Transmode
Our Board has recommended our shareholders to
accept the offer
Our largest shareholder, POD Investment, has already
accepted the offer under certain conditions
The Offer consideration consists of a mix of cash and
new Infinera shares
2
Confidential |
 The
combination of Infinera and Transmode would create one of the leading global
vendors of end-to-end optical transport solutions,
spanning Longhaul and Metro applications.
The
combined
worldwide
sales
operations
will
increase
market
coverage
and
open
a
larger
part
of
the
growing
optical
networking
market
fuelling
new
growth
opportunities.
A
broader
and
enhanced
product
portfolio
can
be
developed
combining
expertise
from
the
Company
and
Infinera
in
OTN,
Ethernet
and
optical
technologies.
The
combined
Infinera
and
Transmode
operations
will
together
be
well
position
to
face
challenges
associated
with
growing
in
the
networking
equipment
industry,
which
amongst
other
require
investments
in
new
markets
and
products.
3
Confidential
The Board’s recommendation to accept Infinera’s public offer
|
 Strategic benefits to Transmode
There are a number of strategic benefits to Transmode from combining its
operations with Infinera:
Differentiated
and
comprehensive
product
portfolio
with
Transmode
Metro
aggregation
and
access
products,
combined
with
Infinera
long-haul
products
World
class
R&D
and
engineering
organization
with
complementary
strengths
to
develop
market
leading
solutions.
The
companies’
similar
engineering
culture
will
create
a
strong
platform
for
successful
integration
Complementary
geographical
footprint
with
Transmode
strengths
in
Europe
and
Infinera
strengths
in
North
America
Cross-selling
opportunities
to
complementary
customer-bases
Addressing
a
larger
portion
of
the
optical
networking
market
and
engineer
better
products
with
fast
time-to-market
4
Confidential |
 Employees
For the near-term, Infinera does not intend to make any material changes to
Transmode’s employees or to Transmode’s existing organization and
operations, including the terms of employment and locations of the
business. Each company’s engineering structure is anticipated to remain
substantively intact and Infinera intends to have Transmode’s current
CEO lead the Metro Aggregation business operations of the Combined
Company For
the
long-term,
the
optimal
structures
of
each
function
will
be
determined
during
the period following the completion of the Offer and the creation of the Combined
Company, after an assessment of the Combined Company’s optimal
structure and staffing
It is expected that the Combined Company will maintain Infinera’s and
Transmode’s current facilities. The exact structure and assignments of
the Combined Company’s senior management team will be determined over
the course of the integration.
5
Confidential
Source: Infinera press release, –
Public Offer |
 The
offer in brief The total Offer consideration consists of a mixture of
cash and new shares of common stock in Infinera, which
values each Transmode share at SEK 109. Infinera is
offering each Transmode shareholder:
For
every 10 shares of Transmode, shareholders will receive SEK 300 in
cash and approximately 4.705 Infinera Shares
In prior to recommending the offer, the Board initiated a
third-party fairness opinion to evaluate the offer. This
opinion determined that the price was a fair from from a
financial point of view for shareholders –
full details in
the Transmode board press release
6
Confidential |
 Who
is Infinera |
 Who
is Infinera Innovator & Leader
Founded 2001, IPO as “INFN”
2007 (NASDAQ)
Use unique Photonic Integrated Circuits (PICs)
DWDM platforms, Intelligent Transport Networks
400+ Patents Filed/Granted
#1 Optical company WW rated by Infonetics
Global
~1,500 employees
Headquarters Sunnyvale, CA, USA
Silicon Valley innovation, Global presence
8
Confidential
Source: Infinera |
 Infinera Momentum
Leader
in
Intelligent
Transport
Network™
solutions
20%+ YoY revenue growth 2 consecutive years, 2x market growth rate
140 customers in 73 countries; 59 DTN-X customers
Diversified customer base across multiple verticals
-
7 Tier 1s globally
-
3 of top 4 Internet Content Providers
-
4 of top 5 NA Cable/MSOs
-
Multiple top Wholesale & Enterprise Carriers
9
Confidential
Source: Infinera |
 Transition to multi-market; Right Products at the Right Time
10
Confidential
Source: Infinera estimates based on customer and analyst interaction
|
 Strategic fit |
 The
combination of Infinera and Transmode 12
Confidential
Metro Edge
Metro Aggregation
Metro Core
$15.3B (2018) –
Transport Market
Infinera
Transmode
Source: Infinera
LH Core
Cloud |
 Complementing
products
13
Confidential
Metro Access/ Edge/Core
Metro Aggregation
Cloud
LH Core
Ability to Service the Full Transport Market
TM-Series
DTN-X
XTC4/10
Cloud Xpress
Rich Eth.
Biz Service
Storage
Networks
FTTx/PON
Triple Play
xDSL
Triple Play
CATV/MSO
Triple Play
Mobile Back/
Front-haul
XTC4
SDN Enabled Portfolio
Source: Infinera
Sliceable Photonics |
 Complementing geographic markets
14
Confidential
Neptune
Poseidon
Poseidon
Neptune
Neptune
Poseidon |
 What
happens now |
 Indicative timetable
16
Confidential
Key Events
April
May
June
July
Announcement/Press release
Preparation of offer document and
Swedish Financial Supervisory
Authority (Finansinspektionen)
review
Estimated date for announcement of
the offer document
Estimated acceptance period
Estimated settlement date
9 April
29 July
25 June
26 June -
17 July
~11 weeks |
 Information
13:00 CET All staff presentation by Tom Fallon, CEO, Infinera
16:00 CET All staff meeting at 16:00 CET (repeat of 9 am meeting)
All
questions
that
you
receive
from
investors/media
please
refer
to
Jenny Gunell
Frequent staff meetings to update you on the progress
Information will be published on the Intranet
Questions
can
be
sent
to
questions@transmode.com
Confidential |
 Disclaimer
The Offer will not be made to, nor will exchanges be accepted from, or on behalf of,
holders of shares in any jurisdiction in which the making of the Offer or
the acceptance thereof would not comply with the laws of that jurisdiction.
The acceptance period for the Offer for shares of Transmode described in
this communication has not commenced.
In connection with the proposed combination of Infinera and Transmode, an offer
document related to the Offer will be filed with and published by the
Swedish Financial Supervisory Authority (the “SFSA”).
In addition, Infinera intends to file a Registration Statement on Form S-4
with the SEC.
Shareholders of Transmode should read the above referenced documents and materials
carefully
when
such
documents
and
materials
become
available,
as
well
as
other
documents
filed
with the SEC and with the SFSA, because they will contain important information
about the transaction.
Infinera may not exchange the common stock referenced in the preliminary
prospectus until
the
Registration
Statement
on
Form
S-4
filed
with
the
SEC
becomes
effective.
Shareholders
of
Transmode may obtain free copies of these documents and materials, any amendments
or supplements thereto and other documents containing important information
about Infinera and the transaction, once such documents and materials are
filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents and materials
filed with the SEC by Infinera will also be available
free of charge from Infinera’s website (www.infinera.com) under the
heading
“SEC
Filings”
in
the
“Company—Investor
Relations”
portion
of
Infinera’s
website.
18
Confidential |
 Q&A |