Oxfordshire, UK and San Jose, CA, September 23, 2003. Bookham Technology and New Focus signed a definitive agreement under which Bookham will acquire New Focus. The proposed acquisition of New Focus is expected to increase the critical mass of Bookham's non-telecom business, diversify its customer base, contribute low cost manufacturing facilities and provide significant additional cash resources
Under the proposed transaction, it is anticipated that Bookham will issue approximately 84 million new ordinary shares taking into account the assumed exercise of New Focus stock options in a share-for-share transaction which, based on the mid-market closing share price of the Bookham Ordinary Shares on the London Stock Exchange on September 19, 2003, values the transaction at approximately £117.6 million ($190.5 million). The stockholders of New Focus may elect to receive the shares in the form of New Ordinary Shares or Bookham American Depository Shares.
Immediately prior to the completion of the acquisition, New Focus will make a cash distribution of approximately £86 million ($140 million) to its stockholders by way of a capital repayment. After consideration of this distribution and anticipated net cash outflows prior to completion, New Focus' cash at the anticipated closing date in December 2003, net of expected transaction costs, is expected to be approximately £65 million ($105 million).
The proposed transaction, which has been unanimously approved by the boards of directors of both companies, is a continuation of Bookham's consolidation strategy. The proposed acquisition of New Focus is expected to increase the critical mass of Bookham's non-telecom business, diversify its customer base, contribute low cost manufacturing facilities and provide significant additional cash resources.
New Focus is a provider of photonics and microwave solutions to non-telecom diversified markets, including the semiconductor, defense, research, industrial, biotech/medical and telecom test and measurement industries. Important product solutions include tunable lasers, microwave RF amplifiers, optoelectronics, photonics subsystems and photonic tools. New Focus's operations are located in San Jose, California, where the company employs approximately 200 people. The company also has a manufacturing facility in Shenzhen, China.
New Focus had a market capitalization of approximately £163 million ($265 million) on September 19, 2003 and reported sales of £7.8 million ($12.4 million) and a net loss of £7.7 million ($12.3 million) for the six months ended June 29, 2003, each calculated in accordance with US GAAP. The net loss included £1.4 million ($2.1 million) in restructuring charges.
Giorgio Anania, President and Chief Executive Officer of Bookham, commented: "Consolidation in our market is being driven by customers' demands for fewer, larger optical component and subsystem suppliers that can deliver cost competitive pricing through economy of scale. We believe the acquisition of New Focus will enable us to achieve greater economies of scale, increasing manufacturing and cost efficiencies, while reducing our market risk and giving us greater financial strength.
"Operationally, we believe Bookham's and New Focus's strengths are complementary and should enable the combined company to continue to reduce manufacturing costs and hence further reduce our breakeven point. Bookham's leading-edge manufacturing capability in our Paignton, Caswell, Zurich and Santa Rosa facilities will also be able to supply key infeeds into New Focus's products. Together, we expect that the combined manufacturing capabilities of the new company will represent a powerful combination going forward."
Nicola Pignati, Chairman, President and Chief Executive Officer of New Focus added: "This transaction allows our stockholders to receive a balanced return in the form of a cash distribution and a significant equity ownership position in Bookham. The Bookham management team has done an outstanding job in restructuring and repositioning the company for future success. Our cash and manufacturing facilities in the Silicon Valley and China will add strong support to Bookham's strategic plans. Additionally, our skills and knowledge in the application of photonics to non-telecom markets, combined with Bookham's component technologies, should enhance the combined company's ability to serve these markets."
Bookham expects to issue approximately 84 million New Ordinary Shares, taking into account the exercise of assumed New Focus stock options, to the New Focus stockholders as consideration for the proposed acquisition.
Additionally, immediately prior to completion of the transaction, New Focus stockholders will receive a cash distribution of approximately £86 million ($140 million). This cash distribution will be funded from New Focus's existing cash balance which, as reported at June 29, 2003, were £155 million ($252 million).
At closing, for every share of New Focus common stock held as of the record date, each New Focus stockholder will receive 1.2015 New Ordinary Shares and approximately $2.19 in cash. This equates to a total consideration of approximately $4.91 per share based on the closing price of Bookham Ordinary Shares on the London Stock Exchange on September 19, 2003 of £1.40. New Focus options for the purchase of approximately 6.5 million shares will also be assumed and converted into the right to receive Bookham cash and shares on the same exchange basis. Following completion of the transaction, the current stockholders of Bookham and New Focus will own approximately 73% and 27% of Bookham, respectively. In addition, Nicola Pignati, currently Chairman, President and Chief Executive Officer of New Focus, and Dr Peter Bordui, currently a New Focus board member, will join the board of Bookham.
The boards of Bookham and New Focus expect the transaction to be completed by December 2003, subject to, amongst other things, approval of the transaction being obtained from the shareholders of both companies and admission of the New Ordinary Shares to be issued as consideration for the transaction to the Official List of the UK Listing Authority and to trading on the London Stock Exchange. A circular convening an extraordinary general meeting of the shareholders of Bookham will be sent to the shareholders of Bookham in due course. Completion of the transaction is also subject to customary closing conditions, including regulatory approval. In addition, the stockholders of New Focus will receive copies of a Joint Proxy Statement/Prospectus in connection with New Focus's special meeting of stockholders. Officers and directors of New Focus and Bookham have agreed to vote in favour of the transaction.
More information on Bookham Technology is available at www.bookham.com .
Laser Focus World