 1 | © 2015 Infinera Introduction to Infinera Press Briefing May 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 Safe Harbor 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, including statements about revenue growth; 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; the risk that disruption caused by the combined company would make it difficult to maintain certain strategic relationships; the risks of competitive responses and shifts in the market; delays in the release of new products; fluctuations in customer demand, changes in industry trends, and changes in the macro economic market. 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 Quarterly Report on Form 10-Q for the quarter ended March 28, 2015, 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. |
 3 | © 2015 Infinera Infinera At A Glance Innovator & Long Haul WDM Leader • #1 Optical company (Infonetics 2014) • Unique Photonic Integrated Circuits (PICs) • Intelligent Transport Networks • 400+ Patents Filed/Granted Global • ~1,500 employees • Global presence • Headquarters Sunnyvale, California, USA PIC Cloud Xpress DTN-X Infinera Engineering locations Sunnyvale, CA Worldwide HQ Ottawa, Canada Coherent Allentown, PA R&D, Packaging Bangalore, India S/W Development H/W Development Beijing, China Optical Architecture TAC Support / CDL Annapolis Junction, MD |
 4 | © 2015 Infinera Intro to WDM Optical Fiber 3,000 km + • 9 Terabits per second per fiber • Each fiber can carry 1.8 million HD streaming videos • Each color moving from 10G to 100G Up to 80 colors |
 5 | © 2015 Infinera A leader in Intelligent Transport Network™ solutions 24% of Q1 2015 reported from EMEA; 51 customers in EMEA 144 customers in 73 countries; 62 DTN-X customers; 7 CX customers Diversified customer base across multiple verticals Infinera – Global Business Selective listing of all EMEA customers - 17 Tier 1s globally - 3 of top 4 Internet Content Providers |
 6 | © 2015 Infinera Infinera – A Growth Story Source: Infinera Financial Reporting *Wall Street consensus as of May 19, 2015 **Dell’Oro Group 2014 Optical Transport Report A reconciliation of GAAP to non-GAAP numbers may be found at www.Infinera.com Revenue $195 – $205 million revenue $22.1 million net income (Non-GAAP) 47.8% gross margin (Non-GAAP) $186.9 million revenue 2014 vs 2013 23% YoY Growth ~2x Market growth ** $405 $438 $544 $668 $811e* FY11 FY12 FY13 FY14 FY15 2 Years 20+% growth Strong Balance Sheet Q1 ‘15 Performance Q2 ‘15 Guidance |
 7 | © 2015 Infinera Infinera Long-Haul Solution – Facebook Example Infinera Selected by Facebook for World's Longest Terrestrial Multi-Terabit Route “The Infinera Intelligent Transport Network makes it easy for us to rapidly grow network capacity while keeping operations simple. Once the equipment is in place we are able to turn up as many terabits as we need.” Niclas Comstedt Director of Network Engineering, Facebook Infinera DTN-X Other than North Sweden these are not actual FB data center locations, example network configuration only |
 8 | © 2015 Infinera “Infinera’s DTN-X with Instant Bandwidth gives us a competitive edge enabling significantly shorter customer delivery times for 100G services and allows us to offer one of the most advanced and scalable networks in North America.” Erik Hallberg, President, TeliaSonera International Carrier Case Study: TeliaSonera International Carrier |
 9 | © 2015 Infinera Building the End-to-End Portfolio Metro Edge Metro Access Metro Aggregation Metro Core Cloud LH Core Cloud Xpress DTN-X XTC4/10 XTC4 Opportunity to Accelerate into Metro Aggregation 2015 Sliceable Photonics oPIC-100 ePIC-500 |
 10 | © 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 *Source: Infonetics 2014, Dell’Oro 2014 Revenue Growth Opportunity Common Leverage Strengths, Cross-Sell |
 11 | © 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% |
 12 | © 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 |
 13 | © 2015 Infinera Infinera + Transmode • End-to-End portfolio • Complementary customers and geographies • Common philosophy • Strong financial results • Shared culture and talent • Technology leadership Culture Technology Customers Financials |
 14 | © 2015 Infinera Thank You www.infinera.com |
 15 | © 2015 Infinera Backup |
 16 | © 2015 Infinera Infinera Uniquely Delivers Massive Scale Moore’s Law-like for Optical Competitors Industry’s only 500G large scale Photonic Integrated Circuit |
 17 | © 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 Vertically Integrated DTN-X DTN Cloud Xpress |
 18 | © 2015 Infinera Transport Becoming Strategic • Networks Simplifying to New Model of Cloud Services and Intelligent Transport Vision: Enable An Infinite Pool of Intelligent Bandwidth Poised to take off • Scalable Optics and Integrated Packet-Optical Key for Simplification Accelerated 100G uptake & 40G decline 6-9 month lead 100G Metro Cloud 2014 100G Metro Aggregation 2016 100G Long Haul 2012 Market Inflections |
 19 | © 2015 Infinera Infinera Metro Cloud Solution – Cloud Xpress Metro Cloud ICP Datacenter ICP Datacenter Cloud |
 20 | © 2015 Infinera Outstanding Strategic Fit #1 Packet Optical EMEA #1 100G WDM ex-China Strong NA Base Strong EMEA Base PICs SDN Power Efficient Systems Long Haul Wireless Back & Fronthaul Subsea 46% Gross Margin 52% Gross Margin Metro Core Metro Cloud Metro Access, Edge, Core Source: Q4 2014 INFN: Non-GAAP, TRMO: IFRS; Infonetics 2014, Dell’Oro 2014 |
 21 | © 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 for shares of Transmode AB 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 |