 1 | © 2015 Infinera Infinera To Acquire Transmode Establishes an End-to-End Portfolio Investor Briefing April 2015 Filed by Infinera Corporation Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Transmode AB (Commission File No. 001-33486) |
 2 | © 2015 Infinera This presentation contains "forward-looking" statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact could be deemed forward- looking, including, but not limited to, any projections of financial information; any statements about historical results that may suggest trends for our business; any statements of the plans, strategies, and objectives of management for future operations; any statements of expectation or belief regarding future events, potential markets or market size, technology developments, or enforceability of our intellectual property rights; and any statements of assumptions underlying any of the items mentioned. These statements are based on estimates and information available to us at the time of this presentation and are not guarantees of future performance. These risks and uncertainties include, but are not limited to, the risk that Transmode shareholders fail to tender more than 90% of Transmode’s outstanding shares, that any other closing conditions are not satisfied, and that the transaction may not close; the risk that Transmode’s and Infinera’s businesses will not be integrated successfully; the risk that synergies will not be realized or realized to the extent anticipated; the risk that the combined company will not realize on its financing or operating strategies; the risk that litigation in respect of either company or the transaction could arise; and the risk that disruption caused by the combined company would make it difficult to maintain certain strategic relationships. These risks and uncertainties also include those risks and uncertainties discussed in the offer document to be filed with the Swedish Financial Supervisory Authority and in the Registration Statement on Form S-4 to be filed with the SEC, those risks and uncertainties identified under the heading “Risk Factors” in the Infinera Annual Report on Form 10-K for the year ended December 27, 2014, filed with the SEC, and those risks and uncertainties identified in any subsequent reports filed with the SEC by Infinera. Our SEC filings are available on our website at www.infinera.com and the SEC’s website at www.sec.gov. We assume no obligation to, and do not currently intend to, update any such forward-looking statements. Safe Harbor |
 3 | © 2015 Infinera About Infinera |
 4 | © 2015 Infinera Who is Infinera? Innovator & Long Haul DWDM Leader • Founded 2001, IPO as “INFN” 2007 • Uses unique Photonic Integrated Circuits (PICs) • DWDM platforms, Intelligent Transport Networks • 400+ Patents Filed/Granted • #1 Optical company rated by Infonetics 2014 Global • ~1,500 employees • Headquarters Sunnyvale, CA, USA • Global presence |
 Infinera’s Journey • 2005: Shipped 10G PIC-based DTN, Rapidly reaches $100M • 2008: #1 market share in NA LH, #3 WW LH • 2007: 10G wave market leader (48%), completed IPO • 2010: Decided to leapfrog 40G, focus on 100G • 2001: Infinera founded, promised to do the impossible: PICs • 2014: #1 in 100G WDM, ex China • 2012: Shipped 100G PIC-based DTN-X • 2004: Introduced industry’s first large scale PIC • 2014: Introduced Cloud Xpress for Metro Cloud 5 | © 2015 Infinera |
 • Leader in Intelligent Transport Network™ solutions • 140 customers in 73 countries; 59 DTN-X customers • Diversified customer base across multiple verticals - 17 Tier 1s globally - 3 of top 4 Internet Content Providers - 4 of top 5 NA Cable/MSOs - Multiple top wholesaler and Enterprise Carriers Infinera Today 6 | © 2015 Infinera |
 7 | © 2015 Infinera Infinera Uniquely Delivers Massive Scale Moore’s Law-like for Optical Competitors Industry’s only 500G large scale Photonic Integrated Circuit |
 8 | © 2015 Infinera PICs Leveraged for Disruptive Systems Intelligent Transport Network Converge Layers, Network Automation Own Key Technologies & Processes 400+ patents filed/granted Purpose-Built Systems Switching ASICs Intelligent Software Photonic Integrated Circuits 500G Super-Channels DTN-X DTN Cloud Xpress |
 9 | © 2015 Infinera Infinera – Financial Performance Source: Infinera Financial Reporting *Wall Street consensus **Dell’Oro Group 3Q 2014 Optical Transport Report *** Figures are Non-GAAP 2 Years 20+% growth Increasingly Profitable*** 2014 Gross Margin = 44.0% Q4-14 = 46.1% 2014 Operating Margin = 8.3% Q4-14 = 11.0% Strong Balance Sheet Nearly $250 million net cash 2014 Cash Flow from Operations = $36 million $668 FY14 2014 vs 2013 23% YoY Growth vs. Market** @11% Revenue $785e* FY15e FY11 FY12 FY13 $405 $438 $544 |
 10 | © 2015 Infinera Outpacing Other SP Networking Players Source: Company public financial records >2X Rev Growth Rate 82% 33% DTN-X Ships |
 11 | © 2015 Infinera Margin Growth Opportunity $ $ $ Margin Drivers Expanding Markets Drive Margin Growth Vertical integration Footprint vs fill Instant bandwidth Deal discipline Long-Haul $ $ Cloud Xpress $ Metro Aggregation $ $ $ $ $ $ Infinera PIC Fab |
 12 | © 2015 Infinera Deal Overview |
 13 | © 2015 Infinera Market Inflections Transport Becoming Strategic • Networks Simplifying to New Model of Cloud Services and Intelligent Transport Vision: Enable An Infinite Pool of Intelligent Bandwidth 100G Long Haul 2012 100G Metro Cloud 2014 100G Metro Aggregation 2016 Poised to take off • Scalable Optics and Integrated Packet-Optical Key for Simplification Accelerated 100G uptake & 40G decline 6-9 month lead |
 14 | © 2015 Infinera Multi Market Strategy – Horizontal Expansion Metro Edge Metro Access Metro Aggregation Metro Core 3. Penetrate Cloud 2. Seize LH Core 1. Grow $15.3B (2019) – Transport Market Source: Infonetics Q4 2014 Market Forecast |
 15 | © 2015 Infinera Building the End-to-End Portfolio Metro Edge Metro Access Metro Aggregation Metro Core Cloud LH Core Cloud Xpress Sliceable Photonics ePIC-500 oPIC-100 DTN-X XTC4/10 XTC4 Opportunity to Accelerate into Metro Aggregation |
 16 | © 2015 Infinera Outstanding Strategic Fit Source: Q4 2014 INFN: Non-GAAP, TRMO: IFRS; Infonetics 2014, Dell’Oro 2014 |
 17 | © 2015 Infinera Complementary Product Set Metro Edge Metro Access Metro Aggregation Metro Core Cloud LH Core TG-Series CPE Sliceable Photonics ePIC-500 oPIC-100 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/ Fronthaul XTC4 SDN Control TM-Series |
 18 | © 2015 Infinera Complementary Customer Base #1 100G WDM WW ex-China Leader in ICP, NA Cable, Wholesale & Ent. First mover in Metro Cloud for ICPs #1 Packet-Optical EMEA Strength in cable, wireless back/front haul, Ethernet services Leverage Strengths, Cross-Sell Source: Infonetics 2014, Dell’Oro 2014 |
 19 | © 2015 Infinera Product Mix Geographic Mix Complementary Market Offerings 2014 Metro 2% Long-Haul 98% Metro 100% Americas 76% APAC 4% EMEA 20% Americas 14% APAC 4% EMEA 82% Combined Entity Metro ~18% Americas 68% EMEA 28% APAC 4% |
 20 | © 2015 Infinera Infinera + Transmode enter Top 5 in WDM Source: Dell’Oro Optical Report Jan 2015 Cross-selling and revenue synergies create opportunity to go higher |
 21 | © 2015 Infinera Expected Accretive in 2016 $M Synergistic Financials • TAM expansion • Revenue growth • Complementary customer base • Complementary product & market • End-to-End portfolio • High Gross Margins • Shared culture of deal discipline • Volume synergies • Leverage technologies across portfolio • Increased R&D Pool • More leveraged investments $913 2015E is Financial Analyst Consensus TRMO: IFRS statements 1 USD = 7.78 SEK (Dec 2014), 8.5 SEK (Mar 2015) |
 22 | © 2015 Infinera Benchmarking Financial Performance Source: Public financial statements, Weighted average for INFN+TRMO, ALU = Entire business YoY Revenue Growth, % 2014 20 10 0 -10 50 40 30 Gross Margin, % 2014 INFN + TRMO Ciena ALU Cyan MRV Adva |
 23 | © 2015 Infinera Compatible Philosophies • Play to Win • Customer First • Top-rated for Services and Support • Product Excellence • #1 100G WDM Worldwide, ex-China • #1 Packet-Optical EMEA • Profitability • Market leading Operating & Gross Margins Source: Infonetics 2014, Dell’Oro 2014 Culture + Talent + Business + Technology |
 24 | © 2015 Infinera A Transaction Good for All Stakeholders Investors • Allows combined company to address $15.3B DWDM TAM (2019) • Combines two of the most profitable companies in the industry • Expected accretive to non-GAAP EPS in 2016; neutral to slightly dilutive 2H’15 Customers • Combined company would be able to deliver an End-to-End product portfolio • Shared culture of customer first, strong technology and product excellence • Scale of combined company would allow for further investment in technologies to allow continued differentiation Employees • Ability to market and sell an End-to-End portfolio of products to address customers’ needs • Ability to develop compelling solutions with strong combined knowledge base Source: Infonetics 2014 |
 25 | © 2015 Infinera Infinera + Transmode • Full Metro portfolio accelerates 100G metro share • End-to-End portfolio, $15B market* • Complementary customers and geographies • Expected non-GAAP EPS accretive in 2016 • Common philosophy of profitable growth has led to strong financial results • Shared culture and talent driving product excellence • Technology leadership for Packet-Optical & Metro vision acceleration *Source: Infonetics Q4 2014 Market Forecast for 2019 Culture Financials Technology Customers |
 26 | © 2015 Infinera This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares. This communication is for informational purpose only. The exchange 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 exchange offer or the acceptance thereof would not comply with the laws of that jurisdiction. The acceptance period for the exchange offer for shares of Transmode described in this communication has not commenced. In connection with the proposed combination of Infinera and Transmode, Infinera will file an offer document with the Swedish Financial Supervisory Authority and a prospectus and 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 because they contain important information about the transaction. 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 or furnished, as applicable, 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 on Infinera’s website at www.infinera.com under the heading “SEC Filings” in the “Company—Investor Relations” portion of Infinera’s website. More information about the exchange offer, including the formal announcement of the offer and the offer document to be filed with and approved by the Swedish Financial Supervisory Authority, can be found on www.infinera.se. Disclaimer |
 27 | © 2015 Infinera Thank You www.infinera.com |