- Filing of certain prospectuses and communications in connection with business combination transactions (425)
January 27 2009 - 5:04PM
Edgar (US Regulatory)
Filed by Bookham, 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: Avanex Corporation
Commission File: 000-29175
Bookham and Avanex Merger
Employee Q&A Document
January 27, 2009
Confidential Internal Use Only
FORWARD LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about
the timetable for completing the transaction, the benefits of the business combination transaction
involving Bookham and Avanex, including potential synergies and cost savings and the timing
thereof, the combined companys plans, cash balances together, objectives, expectations and
intentions, and other statements identified by words such as potential, expected, hope,
believe, plan, estimate, intend, will, or words of similar meaning. Such forward-looking
statements are based upon the current beliefs and expectations of Bookhams and Avanexs management
and are inherently subject to significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally beyond the control of Bookham
and Avanex. Actual results may differ materially from the results anticipated in these
forward-looking statements. Factors that could cause or contribute to such differences include, but
are not limited to, general business and economic conditions; the performance of financial markets;
risks relating to the consummation of the contemplated merger, including the risk that required
stockholder approval might not be obtained in a timely manner or at all or that other closing
conditions are not satisfied; the failure to realize synergies and cost-savings from the
transaction or delay in realization thereof; the businesses or employees of Bookham and Avanex not
be combined and integrated successfully, or such combination may take longer, be more difficult,
time-consuming or costly to accomplish than expected; and operating costs and business disruption
following the merger, including adverse effects on employee retention and on our business
relationships with third parties. Additional factors that can cause the results to materially
differ than those described in the forward-looking statements can be found in the most recent Form
10-Q, most recent Form 10-K and other periodic reports filed by Bookham and Avanex, with the
Securities and Exchange Commission. Neither Bookham nor Avanex assumes any obligation or intends
to update any forward-looking statements, whether as a result of new information, future events or
otherwise.
EMPLOYMENT RELATED QUESTIONS
Q:
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What will happen to the Bookham and Avanex staff? Will there be
RIF/redundancies due to the merger?
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A:
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With a deal of this nature it is likely that there will be some
headcount reductions, however at this stage, numbers, locations, and
functions will not be known until after the deal has closed.
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There will be opportunities for the new company to gain significant cost savings to align
the new company globally towards our profitability goals to make the new company
financially more stable and strong. The company recognizes that the uncertainty is
difficult and will try to make decisions and communicate as quickly as possible.
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Both companies bring talented individuals and teams to the deal. Decisions will be
thoughtful and not arbitrary. They will be made based on which individuals and teams are
best positioned to contribute to the success of the new company.
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Q:
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Why should I stay with either company?
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A:
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The merger will create a leader in optical components and modules.
Market leaders are best positioned to create growth and hence career
opportunities. We believe the new company will be an exciting place
to work as we extend our market leadership.
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Q:
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Will anything change regarding my terms and conditions of employment?
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A:
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There will be no change to benefits etc.; everything will continue as
before until notified otherwise. We expect current benefits will
continue through the remainder of CY 2009 to continuing employees.
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Q:
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Will severance payments be given to those employees let go because of
the consolidation?
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A:
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Severance packages will be offered subject to consultation and
individual discussions appropriate for each location. These
discussions and consultation will take place at the appropriate time
following the close of the deal.
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Q:
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What will the severance package be?
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A:
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It is anticipated that a severance plan will be provided for impacted employees. Exact
details of the severance package will be shared when available.
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Q:
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Can I volunteer to be included in the RIF/redundancies?
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A:
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Generally no. This will be subject to the normal consultation and
individual discussions appropriate for each location. These will take
place at the appropriate time following the close of the deal.
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Q:
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If I am offered a position with the new company and reject it, am I eligible for a severance package?
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A:
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No. A severance package will not be offered if you reject the new companys offer.
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Q:
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Does either company have plans to close down or move any of its operation elsewhere?
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A:
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Until the deal is closed, both management teams will continue to run their respective companies as
independent businesses.
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We recognize the uneasiness that this causes employees and are actively working to make our
final determinations and move forward quickly with plans. If any locations are affected by
these decisions, employees of these locations will be treated in accordance with local law
and will be notified as quickly as possible.
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Q:
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Do I have to re-interview for my current job?
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A:
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Generally no. This will be subject to the normal consultation and
individual discussions appropriate for each location and these will
take place at the appropriate time following the close of the deal.
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Q:
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When will I know my employment status or receive my employment offer
from the new company?
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A:
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Managements objective is to make these decisions and inform all
employees of their status as soon after close as possible.
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Q:
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If my job is eliminated and transferred to a different site, will the
company offer me the job at the new site? Will I have an opportunity
to interview for this job?
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A:
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In certain limited situations, the new company may be in a position to
offer relocation if your job is transferred to another site. However,
such decisions will be made on an individualized basis and will be
communicated to the employees directly.
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Q:
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What can I do in the next few months to best position myself for a job
with the new company? What roles/characteristics will be considered
as valuable?
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A:
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The most important thing we can all do is to stay focused on executing
our respective goals and objectives. This will not only ensure the
health of the companies as they prepare to merge but will allow each of us to demonstrate our personal ability to contribute to the new
companys success.
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The next few months will provide us as a corporation and as individuals with interesting,
exciting and trying challenges. We will all be faced with many difficult decisions. It
is in your best interest to remain positive, enthusiastic and committed to achieving
corporate objectives. Spend some time with your supervisor and HR Representative to discuss
your career aspirations and interest. It will be the responsibility of these individuals
to provide the best possible balance of both corporate and employee interest as we make
decisions regarding our go forward organizational structure.
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Q:
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What can I say to friends, colleagues and family if they ask me
questions regarding the merger?
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A:
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You may speak openly about the transaction and the information you
have been provided ONLY
as long as it in the public domain
. Some
employees may be privy to inside information and in which case they
need to keep that information confidential as always.
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Q:
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Am I now considered a Bookham or Avanex employee? Am I free to apply
for job openings with either company?
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A:
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You will continue to be employed by your respective company, which
will continue to operate as a stand-alone company until the deal is
closed and you are informed otherwise.
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Q:
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What will the new reporting structure look like? Who do I report to
now? Who will I report to after the close of the merger?
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A:
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Nothing changes in your reporting structure until the deal has closed.
Post the deal closing new structures will be announced.
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Q:
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Will there be any changes to my benefits?
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A:
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At this point, there are no plans to change the benefits provided to
continuing employees for the remainder of 2009
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Q:
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To whom should I direct my benefits questions?
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A:
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Until the final close of the deal, contact your normal benefits coordinator.
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Q:
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Will there be any changes made in the way Im paid? Will I receive my paycheck on the same
schedule?
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A:
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No change. The schedule will remain the same as before unless notified otherwise.
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Q:
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What will happen to my vacation/holiday/PTO entitlement?
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A:
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Until the final close of the deal, all balances and accrual rates for time-off benefits will
continue as normal. After close, we will look at combining the time off plans/policies of each
company in countries where there are multiple plans.
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Q:
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Will my date of hire/seniority change after the deal has closed?
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A:
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No, your original date of hire/seniority will carry over to the new company.
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Q:
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I am due to be on maternity leave over the next six months; will I have a job when I return?
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A:
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In this situation local legislation on this matter will apply. Your maternity leave or any
disability will not affect our decisions in regards to whether or not you will have a go forward
position with the new company.
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Q:
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What happens to the company stock that I have purchased through the employee stock purchase plan?
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A:
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Bookham does not have an active employee stock purchase plan.
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Any currently issued and outstanding Avanex shares will be converted to shares of the new
company.
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Q:
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What will happen to my stock option grants or restricted stock grants?
Will my strike price change?
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A:
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For Bookham employees there will be no changes to your existing stock
option grants, restricted stock units and/or restricted shares. The
strike price for your options will remain the same.
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For Avanex employees, your current vested and unvested option grants or restricted units
grants will be adjusted based on the exchange ratio of Avanex stock to Bookham stock agreed
upon in the merger agreement.
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Q:
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Will my vesting period change?
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A:
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The vesting period will not change for either company.
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Q:
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Have any changes been made to the stock trading window? Can I buy or
sell Bookham or Avanex stock at the present time?
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A:
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Unless you are prohibited from trading due to your insider status with
either company, you may continue to exercise, buy or sell stock of
either company in accordance with the respective insider trading
policies of your employer.
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Q:
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What if I am considered an insider?
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A:
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You will continue to be subject to the legal requirements and the
insider trading policy of your current employer.
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Q:
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How can I have my additional questions answered?
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A:
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Until the final close of the deal, contact your HR department.
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Additional Information and Where to Find It
This communication is being made in respect of the proposed business combination involving Bookham
and Avanex. In connection with the proposed transaction, Bookham and Avanex plan to file documents
with the SEC, including the filing by Bookham of a Registration Statement on Form S-4 containing a
Joint Proxy Statement/Prospectus and each of Bookham and Avanex plan to file with the SEC other
documents regarding the proposed transaction. Investors and security holders of Bookham and Avanex
are urged to carefully read the Joint Proxy Statement/Prospectus (when available) and other
documents filed with the SEC by Bookham and Avanex because they will contain important information
about the proposed transaction. Investors and security holders may obtain free copies of these
documents (when they are available) and other documents filed with the SEC at the SECs web site at
www.sec.gov and by contacting Bookham Investor Relations at (408) 404-5400 or Avanex Investor
Relations at (510) 897-4188. Investors and security holders may obtain free copies of the documents
filed with the SEC on Bookhams website at www.bookham.com or Avanexs website at www.avanex.com or
the SECs website at www.sec.gov. Bookham, Avanex and their respective directors and executive
officers may be deemed participants in the solicitation of proxies with respect to the proposed
transaction. Information regarding the interests of these directors and executive officers in the
proposed
transaction will be included in the Joint Proxy Statement/Prospectus described above. Additional
information regarding the directors and executive officers of Bookham is also included in Bookhams
proxy statement for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on
September 18, 2008, and additional information regarding the directors and executive officers of
Avanex is also included in Avanexs proxy statement for its 2008 Annual Meeting of Stockholders,
which was filed with the SEC on October 14, 2008, respectively.
-4-
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