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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) |
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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 Transmodes outstanding shares, that any other closing conditions
are not satisfied, and that the transaction may not close; the risk that
Transmodes and Infineras 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 SECs website at www.sec.gov. We assume no obligation to, and do not
currently intend to, update any such forward-looking statements. Safe Harbor
|
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2015 Infinera
About Infinera |
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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 |
Infineras
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 industrys first large scale PIC
2014: Introduced Cloud Xpress for Metro Cloud
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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
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2015 Infinera |
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2015 Infinera
Infinera Uniquely
Delivers Massive Scale
Moores Law-like
for Optical
Competitors
Industrys only
500G large scale
Photonic Integrated Circuit |
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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 |
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2015 Infinera
Infinera
Financial Performance
Source: Infinera Financial Reporting
*Wall Street
consensus **DellOro 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 |
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2015 Infinera
Outpacing Other SP Networking Players
Source: Company public financial records
>2X Rev
Growth Rate
82%
33%
DTN-X Ships |
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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 |
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2015 Infinera
Deal Overview |
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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 |
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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 |
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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 |
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2015 Infinera
Outstanding Strategic Fit
Source: Q4 2014 INFN: Non-GAAP, TRMO: IFRS; Infonetics 2014,
DellOro 2014 |
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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 |
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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, DellOro 2014 |
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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% |
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2015 Infinera
Infinera + Transmode enter Top 5 in WDM
Source: DellOro Optical Report Jan 2015
Cross-selling and revenue synergies
create opportunity to go higher |
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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) |
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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 |
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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, DellOro 2014
Culture
+
Talent
+
Business
+
Technology |
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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 2H15
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 |
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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 |
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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 Infineras website at
www.infinera.com
under the heading SEC Filings
in the CompanyInvestor Relations
portion of Infineras 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 |