New Combined Company Named 'Oclaro' SAN JOSE, Calif., April 27
/PRNewswire-FirstCall/ -- Bookham, Inc. (NASDAQ:BKHM), and Avanex
Corporation (NASDAQ:AVNX), today announced they have closed their
merger, thereby creating one of the largest suppliers of optical
components, modules and subsystems to the long-haul and metro
telecommunications markets. Also announced today, the newly
combined company will be named Oclaro, Inc. The "Oclaro" name was
created through a combination of the words "Optical" and "Clarity,"
to communicate Oclaro's bold clarity of vision and focus on
photonics innovation with a complete portfolio of technology,
components, modules and subsystems for fiber optic communications.
The company's stock will trade on the NASDAQ Global Market with the
stock symbol "OCLR," beginning at the start of trading on April 28,
2009. "The closing of this merger is a significant milestone in our
quest to be a predominant force in the fiber optics industry," said
Alain Couder, president and CEO, Oclaro. "By uniting the best
components expertise of Bookham with the modules and subsystems
best expertise of Avanex, Oclaro has the necessary products and
technologies under one roof to become a market setter in the future
of the fiber optic market." Oclaro is well positioned to serve the
fast-growing telecommunications market, where new applications such
as video streaming, social networking, and cloud computing are
driving ever-increasing Internet traffic, with a strong demand for
more throughput and performance. Oclaro, through the combination of
Bookham and Avanex, now has the core technologies to capitalize on
that anticipated growth. In addition, the company has a strategy to
leverage its core technologies to expand into adjacent markets,
including industrial, defense, life sciences, semiconductor, and
scientific, with diversification providing both the potential for
significant new revenue streams and strategic technological
advantage. "The completion of this transaction is a big step
forward for the optical components industry, and one we believe
will produce a company capable of thriving in a rapidly
consolidating industry," commented Andrew Schmitt, Directing
Analyst, Optical, at Infonetics Research. "The combined product
portfolios and customer bases of Bookham and Avanex should see
Oclaro positioned as one of the market leaders in metro and
long-haul networks, with combined revenues placing the company
firmly in the tier 1 bracket." Under the terms of the merger
agreement, Avanex shareholders will receive, at a fixed exchange
ratio, 5.426 shares of Bookham common stock for every share of
Avanex common stock. As of the close of today's trading, Avanex's
stock will no longer trade on the NASDAQ stock market. In two
separate special shareholder meetings shareholders overwhelmingly
supported the merger with 95.79% of the total Bookham shareholders'
votes cast approving the issuance of shares in the merger, and
98.73% of the total Avanex shareholders' votes cast approving the
merger. In addition to approving the proposed merger with Avanex,
Bookham's shareholders approved an amendment to Bookham's restated
certificate of incorporation to increase the number of authorized
shares of Bookham common stock to 450,000,000 shares (on a
pre-reverse stock split basis); and approved the proposal to amend
Bookham's restated certificate of incorporation that, upon Board
approval, would effect a reverse stock split of the issued and
outstanding shares of Bookham (now Oclaro) common stock (within a
certain range) and a corresponding proportionate reduction in the
total number of authorized shares of Bookham (now Oclaro) common
stock and preferred stock. Oclaro currently expects that the
combination will be Adjusted EBITDA positive in the September 2009
quarter, the first full quarter after the close of the transaction.
The company also expects to generate at least $7 million of
quarterly cost savings by the end of the fourth full quarter
post-close, which at that time would represent approximately $28
million, or more, annually. "The combined in-house and outsourced
manufacturing operations are expected to give Oclaro significant
production flexibility, which in turn is expected to drive gross
margin improvement," said Couder. "Overall, Oclaro is a well
capitalized, liquid company. With substantial combined cash and no
outstanding debt, Oclaro has a strong balance sheet from day one."
Oclaro Structure and Leadership Team Oclaro headquarters will be in
San Jose, California, with management of the combined companies
consisting of executives and board members from both organizations.
Alain Couder will be the president and CEO of Oclaro. Jim Haynes
will be the chief operating officer of Oclaro. In addition, Jerry
Turin will be the chief financial officer for Oclaro. The company's
organization will be structured around three customer-facing
operating units focused on Transmission, Regeneration and Optical
Routing, and Advanced Photonic Solutions as follows: Division
Products Leadership Transmission 10G and 40G Optical Adrian Meldrum
Components, Transponders, - EVP and Tunable Transceivers
Regeneration Amplification (Components, Richard Smart and Optical
Gain Blocks, Controlled - EVP Routing Amplifier Modules,
Subsystems); Dispersion (Fixed DC and Tunable DC); Wavelength
Routing (WSS, Passives, Interleavers, and Subsystems) Advanced High
Power Lasers and Yves LeMaitre Photonics VCSELs; Photonics Tools -
EVP Solutions and Filters The combined company starts Day 1 with
approximately 2,500 employees at 13 sites around the world.
Oclaro's product offerings comprise the necessary hardware
components, modules, software and subsystems that form the basis
for the next generation of fiber optics systems. In addition, the
company operates centers of excellence for technology development
and component manufacturing in the U.S. and Europe, research and
development support centers in Asia, and assembly and test and
contract manufacturing capabilities in Asia, providing the company
the advantages of economies of scale. About Oclaro Oclaro, with
headquarters in San Jose, California, is a tier 1 provider of high
performance optical components, modules and subsystems to the
telecommunications market, and is one of the largest providers to
metro and long haul network applications. Oclaro, the result of the
combination of Bookham, Inc. and Avanex Corporation on April 27,
2009, leverages proprietary core technologies and vertically
integrated product development to provide its customers with
cost-effective and innovative optical devices, modules and
subsystems. The company serves a broad customer base, combining
in-house and outsourced manufacturing to maximize flexibility and
drive improved gross margin. Its photonic technologies also serve
selected potential high growth markets, including industrial,
defense, life sciences, semiconductor, and scientific, with
diversification providing both significant potential revenue
streams and strategic technological advantage. Oclaro is a global
company, with leading chip fabrication facilities in the U.K.,
Switzerland and Italy, and manufacturing sites in the US, Thailand
and China. Oclaro, the Oclaro logo and all other Oclaro product
names and slogans are trademarks or registered trademarks of
Oclaro, Inc. in the USA or other countries. Forward-Looking
Statements This release contains statements about management's
future expectations, plans or prospects of Oclaro, Inc. and its
business that constitute forward-looking statements for the
purposes of the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995, including statements regarding (i)
Oclaro's role in shaping the markets it serves, (ii) Oclaro's
ability to grow into adjacent markets, (iii) gross margin
improvements in the future, (iv) potential for growth in the
markets Oclaro serves and (v) statements containing the words
"target," "believe," "plan," "anticipate," "expect," "estimate,"
"will," "should," "ongoing," and similar expressions. 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 impact of continued
uncertainty in world financial markets and the resulting reduction
in demand for our products, the inability of Oclaro, Inc. to
perform as expected following the closing of the merger with Avanex
Corporation, the inability to realize the expected benefits and
synergies as a result of the of the merger with Avanex Corporation,
increased costs related to downsizing and compliance with
regulatory requirements in connection with such downsizing and
consolidation efforts, the lack of availability of credit or
opportunity for equity based financing, as well as the factors
described in Oclaro's most recent registration statement on Form
S-4, most recent annual report on Form 10-K, most recent quarterly
reports on Form 10-Q and other documents we periodically file with
the SEC. These factors include continued demand for optical
components, changes in inventory and product mix, no further
degradation in the exchange rate of the United States dollar
relative to U.K., China and Switzerland currencies, as well as the
Euro, and the continued ability of the Company to maintain
requisite financial resources. The forward-looking statements
included in this announcement represent Oclaro's view as of the
date of this presentation. Oclaro anticipates that subsequent
events and developments may cause Oclaro's views and expectations
to change. However, Oclaro specifically disclaims any intention or
obligation to update any forward-looking statements as a result of
developments occurring after the date of this release. Those
forward-looking statements should not be relied upon as
representing Oclaro's views as of any date subsequent to the date
of this presentation. DATASOURCE: Bookham, Inc. CONTACT: Jerry
Turin, Chief Financial Officer of Oclaro, Inc., +1-408-383-1400, ;
or Investors and Media, Jim Fanucchi of Summit IR Group Inc.,
+1-408-404-5400, Web Site: http://www.bookham.com/
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