- Filing of certain prospectuses and communications in connection with business combination transactions (425)
26 März 2009 - 10:09PM
Edgar (US Regulatory)
Filed by Bookham, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Avanex Corporation
Commission File: 000-29175
The following is the text of an e-mail sent on March 26, 2009 on behalf of Bookham, Inc. to certain
stockholders of Bookham, Inc:
Dear XXX:
We are pleased to announce that the joint proxy statement/prospectus associated with the proposed
merger of Bookham with Avanex is now available, and that we will commence mailing the joint proxy
statement/prospectus to shareholders of both companies later this week. The Shareholder Meetings to
approve the merger are scheduled for April 27, 2009, and assuming that we receive the requisite
shareholder approvals, we expect to close the merger as soon as reasonably practicable following
the receipt of required shareholder approvals and the satisfaction or waiver of all conditions to
the closing of the merger.
During our joint announcement of the execution of the definitive agreement on January 27, 2009, we
described a range of 3 to 6 months as the possible time frame until the close of the proposed
merger. We are pleased to have executed this merger filing process with the efficiency
characteristic of our recent track record at Bookham. We expect this culture of execution to be
characteristic of the Bookham/Avanex combined company going forward. Our experience in working
together as a team during the integration planning process is consistent with this expectation.
The following link will take you directly to an electronic copy of the joint proxy
statement/prospectus:
http://idea.sec.gov/Archives/edgar/data/1110647/000095013409006071/f51456b3e424b3.htm
I plan on setting some time aside tomorrow (Friday) should you have any related questions. Please
respond to Julie Davey, my assistant, at (408) 919-2788 if you are interested in coordinating a
time.
Sincerely,
Jerry Turin
Chief Financial Officer
Bookham, Inc.
Additional Information and Where to Find It
This communication is being made in respect of the proposed business combination involving Bookham
and Avanex. In connection with the proposed transaction, Bookham has filed a Registration Statement
on Form S-4 containing a joint proxy statement/prospectus. Investors
and security holders are urged to carefully read the Registration Statement on Form S-4 and related
joint proxy statement/prospectus and other documents filed with the SEC by Bookham and Avanex
because they contain important information about the proposed transaction, including with respect
to risks and uncertainties that could delay or prevent the completion of the proposed merger.
Investors and security holders may obtain free copies of these documents and other documents filed
with the SEC at the SECs web site at www.sec.gov and by contacting Bookham Investor Relations at
(408) 404-5400 or Avanex Investor Relations at (510) 897-4188. Investors and security holders may
obtain free copies of the documents filed with the SEC on Bookhams website at www.bookham.com or
Avanexs website at www.avanex.com or the SECs website at www.sec.gov. Bookham, Avanex and their
respective directors and executive officers may be deemed participants in the solicitation of
proxies with respect to the proposed transaction. Information regarding the interests of these
directors and executive officers in the proposed transaction is included in the joint proxy
statement/prospectus described above. Additional information regarding the directors and executive
officers of Bookham is also included in Bookhams proxy statement for its 2008 Annual Meeting of
Stockholders, which was filed with the SEC on September 18, 2008, and additional information
regarding the directors and executive officers of Avanex is also included in Avanexs proxy
statement for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on October 14,
2008, respectively.
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