 1 | © 2015 Infinera Establishes an End-to-End Optical Leader Transmode Investor Briefing August 2015 Filed by Infinera Corporation Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Transmode AB (Commission File No. 001-33486) Infinera Transmode Combination |
 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, the potentially accretive nature of the transaction and similar statements; any statements about market liquidity following the transaction; 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 and the supplement to the offer document filed with the Swedish Financial Supervisory Authority and in the Registration
Statement on Form S-4 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 June 27, 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 Overview of Infinera Transaction Rationale • Advantages for Stakeholders Deal Logic Industry Evolution Why a Fair Deal for Transmode Investors Deal Mechanics Agenda |
 4 | © 2015 Infinera Overview of Infinera |
 5 | © 2015 Infinera Infinera is an Optical leader Innovator & Long Haul DWDM Leader • Founded 2000, 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 • ~1,600 employees • Headquarters Sunnyvale, CA, USA • Global presence Infinera Engineering Locations |
 Infinera’s Journey
• 2005: Shipped 10G PIC-based DTN, rapidly reaches $100M • 2008: #1 market share in NA LH* • 2007: 10G wave market leader (47%)*, completed IPO • 2010: Leapfrogs 40G, invests in 100G • 2000: Infinera founded, promised to do the impossible: PICs • 2014: #1 in 100G WDM, ex China* • 2012: Shipped 500G PIC-based DTN-X • 2004: Introduced industry’s first large scale PIC • 2014: Introduced Cloud Xpress for Metro Cloud * Dell’Oro DWDM Long Haul Vendor Table 2015 6 | © 2015 Infinera |
 Infinera Today • A leader in Intelligent Transport Network™ solutions • 145 customers in 73 countries; 62 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 Wholesale and Enterprise Carriers 7 | © 2015 Infinera |
 INFN
Outpacing Other SP Networking Players Source: Public financial records;
in $USD; Some companies have not reported as of June 2015 2.6X
Rev Growth
over CIEN 82% 31% Infinera enters 100G Long Haul Revenue Growth: Quarterly Trailing 13 month revenue 8 | © 2015 Infinera -20% 0% 20% 40% 60% 80% 100% Jun '12 Sep '12 Dec '12 Mar '13 Jun '13 Sep '13 Dec '13 Mar '14 Jun '14 Sep '14 Dec '14 Mar '15 Jun '15 INFN TRMO CIEN JNPR CSCO ADV ERIC ALU |
 Infinera – Financial Performance Source: Infinera Financial Reporting *Wall Street consensus as of July 27, 2015
**Dell’Oro
Group 2014 Optical Transport Report
*** Figures are Non-GAAP (reconciliation to GAAP numbers may be found at
www.Infinera.com) Recent 20+% growth
2013: 24%; 2014: 23%; 2015e:25%*
Q2 ‘15 Performance***
• $207.3 million revenue • 47.4% gross margin • $25.7 million net income Q3 ‘15 Company Outlook • $210-$220 million Strong Balance Sheet • Nearly $310 million net cash at end of Q2’15 • Cash Flow from Operations
(last 4 quarters) = $116 million
$668 FY14 $544 FY13 $438 FY12 $405 FY11 2014 vs 2013 23% YoY Growth ~2x Market growth ** Revenue $832e* FY15 9 | © 2015 Infinera |
 Differentiated Financial Performance
Source: Public financial statements, ALU = Entire business
YoY Revenue Growth, %
(Last 12 months as of June 2015)
20 10 0 -10 50 40 30 Gross Margin, % June 2015 Transmode Ciena ALU Cyan MRV Adva Infinera 30 10 | © 2015 Infinera |
 Transaction Rationale:
Advantages for Stakeholders
11 | © 2015 Infinera |
 Infinera + Transmode
• End-to-End portfolio, $15.3B market* • Accelerate 100G market momentum • Technology leadership
in Photonics, Packet-Optical,
ASICs and Network Management
• Complementary customers and geographies • Common philosophy of profitable growth • Shared culture
and talent driving product excellence • Expected non-GAAP
EPS accretive in 2016 Culture Technology Customers Financials *Source: Infonetics Q4 2014 Market Forecast for 2019 12 | © 2015 Infinera |
 Compatible Philosophies
• Customer First • Top-rated for Services and Support • Product Excellence • #1 100G WDM Worldwide, ex-China • #1 Packet-Optical EMEA • Unique differentiated technologies • Profitability Focus • Market leading Operating & Gross Margins Culture + Talent + Business + Technology Source: Infonetics 2014, Dell’Oro 2014 13 | © 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 allows for further investment in technologies to
accelerate & broaden differentiation
Employees & Community • Ability to develop compelling solutions with strong combined knowledge base
• Deal synergies are revenue-based, not on cost cutting • Intent to invest in Transmode and Swedish engineering talent pool Source of TAM: Infonetics 2014 14 | © 2015 Infinera |
 Deal Logic: 15 | © 2015 Infinera |
 Metro Edge Metro Access Metro Aggregation Metro Core Cloud LH Core Cloud Xpress Sliceable Photonics ePIC-500 oPIC-100 DTN-X XTC4/10 XTC4 2015 Addresses $15.3B (2019) Transport Market Source: Infonetics Q4 2014 Market Forecast 16 | © 2015 Infinera Delivering a Leading End-to-End Portfolio |
 Complementary Customers
*Source: Infonetics 2014, Dell’Oro 2014
Common 17 | © 2015 Infinera Leverage Strengths, Cross-Sell, New Mkts #1 Packet-Optical EMEA* Strength in cable, wireless back/front haul, Ethernet services Revenue Growth Opportunity #1 100G WDM WW ex-China* Leader in ICP, NA Cable, Wholesale & Ent. First mover in Metro Cloud for ICPs |
 Infinera + Transmode enter Top 5 in WDM
Source: Dell’Oro Optical Report Jan 2015
Cross-selling and revenue synergies
create opportunity to go higher
18 | © 2015 Infinera
Global Metro + LH WDM (2014) |
 Product Mix* Geographic Mix** Complementary Market Offerings Metro 8% Metro 100% APAC 4% Americas 14% APAC 4% APAC 4% * Based on 2015 Wall Street revenue estimates. Infinera Metro incorporates Wall
Street estimate of $30-60 million for Cloud Xpress; **Geographic mix as of
FY14 19 | © 2015 Infinera
Long-Haul
92% Metro ~20% Americas 68% EMEA 28% EMEA 82% Americas 76% EMEA 20% |
 20 | © 2015 Infinera Industry Evolution |
 WDM
Supplier Evolution End-End
Suppliers Long-Haul Specialists Metro Specialists Circa 2000-2002 Today Consolidation towards end-to-end WDM suppliers underway 21 | © 2015 Infinera |
 Moving from 10G to 100G = Greater Complexity
Alternative Solution Coherent IC (Electronics) FlexCoherent™ Processor (FCP) Coherent ASIC 3 rd Photonics (Optical) 3 rd Gen PIC: 500G “WDM-on-a-chip” 500G Capacity Example 1 module = less space/power 5 modules = more power, space & cost 10G 100G: Increasing advantage for vertically integrated suppliers 22 | © 2015 Infinera |
 10G 100G Infinera Estimates 23 | © 2015 Infinera Optics 45% ASICs 11% PCB/other 44% Optics 77% DSP/ASICs 8% PCB/other 15% Key to Long-Term Differentiation – Cost Structure Infinera Optics/ASICs + Transmode Metro = Competitive advantage |
 24 | © 2015 Infinera Why a Fair Deal for Transmode Investors |
 Quarterly Sales Growth Comparison
USDm SEKm (3) Infinera 231 250 193 256 289 311 0 300 600 900 1,200 1,500 1,800 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 SEKm Transmode In SEK (As Reported) -4% -15% -29% 15% 25% 24% Constant Currency -7% -20% -35% 7% 11% 13% Growth (Y/Y) Growth (Y/Y) 143 165 174 186 187 207 923 1,090 1,203 1,378 1,554 1,746 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 0 40 80 120 160 200 240 280 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 USD SEK In USD (As Reported) 15% 20% 22% 34% 31% 25% Constant Currency 14% 19% 22% 36% 35% 28% 1. Source: Transmode Quarterly Reports 2. Source: Infinera Quarterly Reports; constant currency growth uses the same foreign exchange rates that were in effect during the corresponding
period in the prior year 3. Represents Infinera revenue converted to SEKm based on average exchange rate during the corresponding quarter. Morgan Stanley Analysis 25 | © 2015 Infinera 1 2 2 1 |
 Quarterly Sales Growth Comparison (Cont’d)
Source: Company Quarterly Reports; TRMO and ADVA converted to USD at average
SEK / USD and EUR / USD exchange rates, respectively, in effect during the corresponding quarter 15% 20% 22% 34% 31% 25% (4%) (15%) (33%) 1% (3%) (3%) 18% 10% 12% 1% (1%) 11% 5% 17% 10% 5% 29% (28%) (23%) (29%) 46% 1Q 2014 2Q 2014 3Q 2014 4Q 2014 1Q 2015 2Q 2015 (50%) (30%) (10%) 10% 30% 50% INFN TRMO CIEN ADVA CYAN Y-o-Y Growth (in USD), % Sales Growth of Key Comparables in USD N.A. Morgan Stanley Analysis 89% 1% 26 | © 2015 Infinera |
 IFRS (as reported) Adjusted (1) EBITDA 119.5 EBITDA (IFRS) 119.5 Less: Amortized R&D (33.0) Less: Cap R&D Adjustment (70.3) Less: Depreciation / Other (15.9) EBITDA (Adjusted) 49.2 EBIT 70.6 Less: Depreciation (15.9) Margin (%) 7.6% EBIT (Adjusted) 33.3 Margin (%) 3.6% IFRS to GAAP Adjustments – 2014 (SEKm) • Transmode reports based on IFRS, which allows for capitalization of development expenses (i.e. expenses not deducted for calculating EBITDA) • When adjusting for capitalized R&D, which is not allowed under US GAAP, Transmode’s EBITDA and EBIT margins are lower Morgan Stanley Analysis 4.5x 3.1x 1.6x 1.4x 3.4x 2.9x 0.0 1.0 2.0 3.0 4.0 5.0 INFN CYAN CIEN ADVA TRMO Original Consideration TRMO Capped Cash EV/Revenue - 2014 EV/EBITDA - 2014 36.5x N.M. 16.2x 32.7x 26.4x 64.1x 22.8x 55.4x 0 15 30 45 60 75 INFN CYAN CIEN ADVA 61.4x N.M. 48.0x N.M. 56.6x 109.3x 49.7x 96.0x 0 20 40 60 80 100 120 INFN CYAN CIEN ADVA P/E - 2014 TRMO Capped Cash TRMO Original Consideration IFRS Adjusted (1) IFRS Adjusted (1) TRMO Capped Cash TRMO Original Consideration IFRS Adjusted (1) IFRS Adjusted (1) 1. After adjusting for the capitalization of R&D, which is not allowed under US GAAP. Original Consideration Alternative
implied value of SEK
125.25 as of July 31, 2015, based on INFN
share price of USD 23.94 and SEK/USD of 8.6294
(Transmode shareholders receive SEK 107.05 in cash for ~26.2% of shares and 0.6376 INFN shares for ~73.8% of shares). Capped Cash Alternative equal to SEK 110 per share. Source: Data derived from company annual reports; ADVA adjusted for R&D capitalization, which is not allowed under US GAAP. Market data as of July 31, 2015. 27 | © 2015 Infinera Valuation Comparison – 2014 |
 EV/Op CF
- 2014
82.7x N.M. 40.1x 22.0x 37.3x 144.9x 32.3x 125.4x 0 30 60 90 120 150 INFN CYAN CIEN ADVA EV/EBIT - 2014 53.5x N.M. 23.6x N.M. 44.6x 94.6x 38.6x 81.9x 0 20 40 60 80 100 INFN CYAN CIEN ADVA Morgan Stanley Analysis IFRS (as reported) Adjusted (1) EBITDA 119.5 EBITDA (IFRS) 119.5 Less: Amortized R&D (33.0) Less: Cap R&D Adjustment (70.3) Less: Depreciation / Other (15.9) EBITDA (Adjusted) 49.2 EBIT 70.6 Less: Depreciation (15.9) Margin (%) 7.6% EBIT (Adjusted) 33.3 Margin (%) 3.6% IFRS to GAAP Adjustments – 2014 (SEKm) TRMO Capped Cash IFRS Adjusted (1) TRMO Original Consideration IFRS Adjusted (1) TRMO Capped Cash IFRS Adjusted (1) TRMO Original Consideration IFRS Adjusted (1) 1. After adjusting for the capitalization of R&D, which is not allowed under US GAAP. Original Consideration Alternative
implied value of SEK
125.25 as of July 31, 2015, based on INFN
share price of USD 23.94 and SEK/USD of 8.6294
(Transmode shareholders receive SEK 107.05 in cash for ~26.2% of shares and 0.6376 INFN shares for ~73.8% of shares). Capped Cash Alternative equal to SEK 110 per share. Source: Data derived from company annual reports; ADVA adjusted for R&D capitalization, which is not allowed under US GAAP. Market data as of July 31, 2015. 28 | © 2015 Infinera Valuation Comparison – 2014 (cont’d) |
 33.9x N.M. 18.9x 31.9x 29.4x 39.2x 25.8x 34.4x 0 10 20 30 40 50 INFN CYAN CIEN ADVA 22.4x N.M. 9.7x 16.9x 16.3x 25.1x 14.1x 21.7x 0 6 12 18 24 30 INFN CYAN CIEN ADVA • Transmode reports based on IFRS, which allows for capitalization of development expenses (i.e. expenses not deducted for calculating EBITDA) • When adjusting for capitalized R&D, which is not allowed under US GAAP, Transmode’s EBITDA and EBIT margins are lower IFRS (as reported) Adjusted (3) EBITDA 193.9 EBITDA (IFRS) 193.9 Less: Amortized R&D (1) (30.9) Less: Cap R&D Adjustment (68.2) (1) Less: Depreciation (14.9) EBITDA (Adjusted) 125.7 EBIT 148.1 Less: Depreciation (14.9) Margin (%) 13.0% EBIT (Adjusted) 110.8 Margin (%) 9.7% IFRS to GAAP Adjustments - 2015 (SEKm) 1. Assumes capitalized R&D adjustment of SEK 68.2 based on (a) the estimated amortization of capitalized R&D of SEK 30.9 (assumes same proportion of depreciation and amortization as in 2014) and (b) the increase in
capitalized development costs of SEK
37.3 (assumed equal to 2014 amount).
2. ADVA adjusted for R&D capitalization, which is not allowed under US GAAP 3. After adjusting for the capitalization of R&D, which is not allowed under US GAAP
Morgan Stanley Analysis
3.6x 2.1x 1.4x 1.1x 2.8x 2.4x 0.0 1.0 2.0 3.0 4.0 INFN CYAN CIEN ADVA TRMO Original Consideration TRMO Capped Cash EV/Revenue - 2015 EV/EBITDA - 2015 P/E - 2015 TRMO Capped Cash TRMO Original Consideration IFRS Adjusted (3) IFRS Adjusted (3) (2) TRMO Capped Cash TRMO Original Consideration IFRS Adjusted (3) IFRS Adjusted (3) (2) Source: Based on analyst estimates as of July 31, 2015. Market data as of July 31, 2015.
29 | © 2015 Infinera
Valuation Comparison – 2015
|
 EV/Op CF
- 2015
28.1x N.M. 24.0x 27.6x 20.1x 32.8x 17.4x 28.4x 0 10 20 30 40 INFN CYAN CIEN ADVA EV/EBIT - 2015 28.6x N.M. 14.2x 24.9x 21.3x 28.5x 18.4x 24.6x 0 10 20 30 40 INFN CYAN CIEN ADVA Morgan Stanley Analysis TRMO Capped Cash IFRS Adjusted (3) TRMO Original Consideration IFRS Adjusted (3) TRMO Capped Cash IFRS Adjusted (3) TRMO Original Consideration IFRS Adjusted (3) (2) (2) IFRS to GAAP Adjustments - 2015 (SEKm) IFRS (as reported) Adjusted (3) EBITDA 193.9 EBITDA (IFRS) 193.9 Less: Amortized R&D (1) (30.9) Less: Cap R&D Adjustment (68.2) (1) Less: Depreciation (14.9) EBITDA (Adjusted) 125.7 EBIT 148.1 Less: Depreciation (14.9) Margin (%) 13.0% EBIT (Adjusted) 110.8 Margin (%) 9.7% 1. Assumes capitalized R&D adjustment of SEK 68.2 based on (a) the estimated amortization of capitalized R&D of SEK 30.9 (assumes same proportion of depreciation and amortization as in 2014) and (b) the increase in
capitalized development costs of SEK
37.3 (assumed equal to 2014 amount).
2. ADVA adjusted for R&D capitalization, which is not allowed under US GAAP 3. After adjusting for the capitalization of R&D, which is not allowed under US GAAP
Source: Based on analyst estimates as of July 31, 2015. Market data as of July
31, 2015. 30 | © 2015 Infinera
Valuation Comparison – 2015 (cont’d)
|
 Cyan / Ciena (2) Cyan / Ciena (2) Cyan / Ciena (2) Comparison of Transaction Premiums 1. As disclosed 2. As calculated based on market data from Bloomberg 3. At Announce based on TRMO implied value of Original Consideration alternative as of April 8, 2015 compared to the applicable metric for the period ending
April 8, 2015 4.
Current based on TRMO
implied value of Original Consideration alternative as of July 31, 2015
compared to applicable metric for the period ending April 8, 2015
1-Month VWAP 3-Month VWAP 6-Month VWAP Spot Morgan Stanley Analysis Alcatel / Nokia (2) Transmode / Infinera (2) Original Consideration Alcatel / Nokia (2) Alcatel / Nokia (2) Cyan / Ciena (2) Alcatel / Nokia (2) At Announce (1)(3) Current (4) Transmode / Infinera (2) Original Consideration At Announce (1)(3) Current (4) Transmode / Infinera (2) Original Consideration At Announce (1)(3) Current (4) Transmode / Infinera (2) Original Consideration At Announce (1)(3) Current (4) 31 | © 2015 Infinera 20% 41% 11% 16% 0% 10% 20% 30% 40% 50% 60% 70% 80% 32% 55% 28% 21% 0% 10% 20% 30% 40% 50% 60% 70% 80% 46% 72% 44% 43% 0% 10% 20% 30% 40% 50% 60% 70% 80% 13% 32% (2%) 30% 0% 10% 20% 30% 40% 50% 60% 70% 80% |
 Offer Performance Post Announcement
SEK Value Per Share Original Offer Value (Ex-Dividend): SEK107.05 125.25 1. Implied Value of Original Offer based on daily closing prices of Infinera
and daily SEK/USD exchange rate from Riksbank
2. Capped Cash Alternative assumes no pro rata reduction Infinera Q2 Earnings July 22 Morgan Stanley Analysis Original Offer Value Implied Market Value of Original Offer (1) Capped Cash Alternative (2) Capped Cash Alternative: SEK 110.00 Unaffected TRMO Price: (Ex-Dividend) SEK94.55 32 | © 2015 Infinera 94 98 102 106 110 114 118 122 126 8-Apr-15 22-Apr-15 6-May-15 20-May-15 3-Jun-15 17-Jun-15 1-Jul-15 15-Jul-15 1-Aug-15 12-Aug-15 nd |
 Offer Performance vs Major Indexes
Since Offer Announcement
% of April 8, 2015 price
Indexed Value Per Share
1. Implied Value of Original Offer based on daily closing prices of Infinera
and daily SEK/USD exchange rate from Riksbank
Morgan Stanley Analysis
NASDAQ Implied Market Value of Original Offer (1) 32.5% (3.5%) (9.4%) 2.6% NASDAQ OMX Index NASDAQ OMX Tech Index 31-Jul-15 33 | © 2015 Infinera 80% 90% 100% 110% 120% 130% 140% 8-Apr-15 22-Apr-15 6-May-15 20-May-15 3-Jun-15 17-Jun-15 1-Jul-15 15-Jul-15 |
 Offer Performance vs Major Indexes
2015 Year-To-Date
% of January 2, 2015 price
Indexed Value Per Share
Morgan Stanley Analysis
NASDAQ Transmode (1) 63.9% 16.6% 5.2% 8.5% NASDAQ OMX Index NASDAQ OMX Tech Index INFN Q2 Results Announcement (7/23//2015) Announcement (4/8/2015) 1. Implied Value of Original Offer based on daily closing prices of Infinera
and daily SEK/USD exchange rate from Riksbank
34 | © 2015 Infinera 90% 100% 110% 120% 130% 140% 150% 160% 170% 2-Jan-15 24-Jan-15 15-Feb-15 9-Mar-15 31-Mar-15 22-Apr-15 14-May-15 5-Jun-15 27-Jun-15 31-Jul-15 |
 Analysts Views on Infinera
Broker Target Price Rating Jefferies $30.00 Buy Barrington $30.00 Buy MKM Partners $27.00 Buy JP Morgan $26.00 Buy Deutsche Bank $28.00 Buy Stifel Nicolaus $27.00 Buy Juda Group $24.00 Buy William Blair No target Outperform Goldman Sachs $24.00 Hold Wedbush $18.00 Hold Needham No target Hold Consensus Target Price = $27.00 Price (7/31/15) = $23.94 35 | © 2015 Infinera |
 Significant Increase in Liquidity
1. Assumes sell-down at 20% of average daily volume traded (based on assumption that future trading volume similar to YTD
volume) 2.
Based on January 1 , 2015 to April 8, 2015 average daily trading volume; market
data from Bloomberg Transmode YTD
Infinera YTD Significant increase in Transmode’s stock liquidity expected • Full liquidity – No single investor (x-POD) expected to hold more than 1 day of trading volume
– ALL investors (x-POD) expected to hold less than 8 days of trading volume
– Option to select Capped Cash alternative if liquidity desired at closing
• A 1% stake in Transmode currently takes ~5 weeks to liquidate based on average volume, whereas post-
transaction the equivalent stake would take <1 day to liquidate (1) ~70x Greater Liquidity 42K Shares / Day ~SEK3.5 MM / Day (~US$408 K / Day) ~0.2% TSO 1.7MM Shares / Day ~US$28.5 MM / Day ~1.3% TSO Average Trading Volume vs. Expected Post Deal Morgan Stanley Analysis 36 | © 2015 Infinera (2) |
 Deal Mechanics:
37 | © 2015 Infinera |
 1) Cash / Stock Mix (the “Original Consideration Alternative”)
• Not subject to any pro ration (shareholders will receive SEK 107.05 in cash for ~26.20% of shares and ~0.6376 shares for ~73.80% of shares) • Implied average value per Transmode share of SEK 110.54 as of June 26 and SEK 125.25 as of July 31 (1) • Implied values will change daily based on Infinera’s price and SEK/USD exchange rates OR 2) All-Cash (the “Capped Cash Alternative”)
• • • What Can Shareholders Elect to Receive? 1. Based on INFN closing price and SEK/USD exchange rate of 8.2540 as of June 26 and SEK/USD exchange rate of 8.6294 as of July 31. June 26 was the
last trading
day before announcement of Infinera’s enhanced offer. See Offer Document dated July 7, 2015 at www.infinera.se for additional details. Component Average INFN Share Price Exchange Value / TRMO Share Value / TRMO USD SEK x Ratio = Share (SEK) x Split = Share (SEK) As of June 26 Stock 21.24 175.31 0.6376 111.78 73.80% 82.49 Cash -- -- -- 107.05 26.20% 28.05 110.54 As of July 31 Stock 23.94 206.59 0.6376 131.72 73.80% 97.20 Cash -- -- -- 107.05 26.20% 28.05 125.25 38 | © 2015 Infinera Fixed amount of SEK 110 in cash, subject to pro ration Shareholders will receive 100% cash if total cash elected in the Offer (from both elections) is less than ~SEK 2.1Bn
If total cash elected (from both elections) is more than ~SEK 2.1Bn, then
shareholders will receive all-cash for a portion of their shares (ranging from 70% to 100%), and will receive Infinera shares for the remainder |
 All shares electing the Original Consideration Alternative (the cash / stock
mix) will be allocated the full associated cash amounts (i.e.,
equivalent to SEK 28.05 per share)
For shares electing the Capped Cash Alternative:
• • • • Table below illustrates the consideration per Transmode share based on the percentage electing Capped Cash (1) : How Does the Pro Ration Work? Applicable for Cash Capped Alternative 1. Assumes 100% of shares tendered. Based on INFN closing price and SEK/USD exchange rate of 8.2540 as of June 26 and SEK/USD 8.6294 exchange rate as
of July 31. June 26 was the last trading day before announcement of
Infinera’s enhanced offer. See Offer Document dated
July 7, 2015 at www.infinera.se
for additional details.
% of Shares Receiving Average Value / % Electing Cash Stock TRMO Share (SEK) Capped Cash (SEK 110.00) (0.6376 Shares) As of June 26 As of July 31 50% 100.0% 0.0% 110.00 110.00 Shares Electing 60% 99.7% 0.3% 110.01 110.07 Capped Cash 70% 89.1% 10.9% 110.19 112.37 Alternative 80% 81.1% 18.9% 110.34 114.10 90% 74.9% 25.1% 110.45 115.44 100% 70.0% 30.0% 110.53 116.51 % of Shares Receiving Average Value / Shares Electing Cash Stock TRMO Share (SEK) Original Consideration (SEK 107.05) (0.6376 Shares) As of June 26 As of July 31 Alternative 26.2% 73.8% 110.54 125.25 39 | © 2015 Infinera If the additional cash underlying the shares electing the all-cash alternative results in total cash paid in the Offer of less than
SEK 2.1Bn, then such shares will receive 100% cash at SEK 110
If the additional cash underlying the shares electing the all-cash
alternative would result in total cash paid in the Offer of more than SEK 2.1Bn, then such shares will receive: SEK 110 per share in cash for as many shares as possible subject to the cap of SEK 2.1Bn
Shares not receiving SEK 110 per share in cash will receive ~0.6376 Infinera
shares per Transmode share |
 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 has filed an offer document and supplement to the 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 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, the offer document and supplement to the offer document filed with and approved by the Swedish Financial Supervisory Authority, can be found on
www.infinera.se. Disclaimer 40 | © 2015 Infinera |
 Thank You www.infinera.com 41 | © 2015 Infinera |