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 |