 1 | © 2015 Infinera Winning Through Disruption in the Transport Market June 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 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 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 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 |
 3 | © 2015 Infinera Redefining what the network will be • Scalable optics with Photonic Integrated Circuits (PIC) • Automation, convergence & scalability to optical networking • Best-in-class global service & support • Unmatched reliability World class quality Exceptional growth and profitability Focused on customer success Industry recognitions Infinera: A Differentiated Technology Company Photonic Integrated Circuit (PIC) Enabling An Infinite Pool of Intelligent Bandwidth XTC-4 XTC-10 DTN Cloud Xpress DTN-X |
 4 | © 2015 Infinera A Leader in Intelligent Transport Network™ solutions Two consecutive years of >20% revenue growth 144 customers in 73 countries; 62 DTN-X customers; 7 invoiced CX 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 Infinera – Global Business |
 5 | © 2015 Infinera Outpacing Other SP Networking Players Source: Company public financial records Revenue Growth: Quarterly Trailing 12 month revenue -20% -10% 0% 10% 20% 30% 40% 50% 60% 70% 80% Jun '12 Sep '12 Dec '12 Mar '13 Jun '13 Sep '13 Dec '13 Mar '14 Jun '14 Sep '14 Dec '14 Mar '15 3X Rev Growth over CIEN 72% 24% Infinera enters 100G Long Haul INFN TRMO CIEN JNPR CSCO ADV ERIC ALU |
 6 | © 2015 Infinera Infinera Differentiators PIC-enabled Technology • PIC enables scalable, intelligent functions: SDN, integrated switching, sliceable bandwidth • High capacity applications: Long- Haul, Metro Cloud, Metro Core Infinera differentiates due to its technology, market expansion opportunities and vertically integrated business model Vertical Integration • Lower cost structure than competition • Supply chain control New Products enable TAM Expansion • Cloud Xpress now shipping • Infinera Metro Aggregation 2 half 2015 • Transmode Metro portfolio expected Q3* • Expansion of ~$4.5B existing TAM to $15B in 2019** * Subject to deal closing; **Infonetics Q4 2014 Market Forecast Cloud Xpress 2015 New Metro Agg Infinera PIC Fab nd |
 7 | © 2015 Infinera Disruptive Technology Innovation: The Infinera Way |
 8 | © 2015 Infinera Moore’s Law-like for Optical Competitors Industry’s only 500G large scale Photonic Integrated Circuit Infinera Uniquely Delivers Massive Scale
|
 9 | © 2015 Infinera Taking Photonics to the Next Level Scalability of PICs with 100G Granularity Most Bandwidth on a Single Line Card Now adapted for the Metro Optimized 100G oPIC-100 New! New! ePIC-500 Sliceable 500G |
 10 | © 2015 Infinera PIC Leveraged for Disruptive Systems Intelligent Transport Network Converge Layers, Network Automation Own Key Technologies & Processes 400+ patents filed/granted Purpose-Built Systems DTN-X DTN Cloud Xpress Switching ASICs Intelligent Software Photonic Integrated Circuits 500G Super-Channels Vertically Integrated |
 11 | © 2015 Infinera Building the Best Transport Solutions SDN-Virtualized Optical Packet, OTN & ROADM Switching Photonic Integration Scalable Optics Super-channel Transmission Photonic Integration as Foundation Flexible Granular Control Across Layers Lean Packet, Digital, Optical Programmable and Agile SDN Control Abstracted, Open APIs |
 12 | © 2015 Infinera Market Expansion Strategy |
 13 | © 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 100G Metro Aggregation 2016 100G Metro Cloud 2014 100G Long Haul 2012 Accelerated 100G uptake & 40G decline 1 to market with purpose- built solution Market Inflections st |
 14 | © 2015 Infinera Building a Multi-Market Company • Cloud Xpress began shipping in December 2014 • Transmode acquisition offer announced April 2015* • Metro Aggregation
product to be unveiled late 2015 * Deal expected to close in Q3 2015, subject to Transmode shareholder approval DTN, DTN-X • LH/SS • Metro • Cloud Long-Haul/ Subsea Metro Agg Metro Cloud XTC-10/4 2015 Product + Transmode Cloud Xpress Builds on 2 consecutive years of 20%+ growth from DTN-X/Long Haul |
 15 | © 2015 Infinera $15B (2019) – Transport Market Source: Infonetics Q4 2014 Market Forecast Metro Edge Metro Access Metro Aggregation Metro Core 3. Penetrate LH Core 1. Grow Cloud 2. Seize Multi Market Strategy – Horizontal Expansion
|
 16 | © 2015 Infinera “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
Infinera Selected by Facebook for World's
Longest Terrestrial Multi-Terabit Route
ICP Strength “The datacenter interconnect market is a rapidly growing segment for optical network equipment providers. We expect this market to reach US$2.4 billion by 2019. Our recent data show that 2015 is shaping up to be a very exciting year as metro-optimized 100G enters the DCI market.” Ron Kline Principal Analyst Infinera #1 DCI Equipment Supplier to ICPs & CNDCs Worldwide in 2014 |
 17 | © 2015 Infinera Mega Data Centers and the DCI Opportunity Iowa • MSFT, FB, GOOG • Key Benefits: 1) Central location to provide connectivity to North America 2) Ample Power 3) Environmental Stability Top ICPs are building mega data centers worldwide • 500,000+ servers • Annual power consumption = 2-3 terawatt-hours (TWh) • Equivalent annual power to ~177k average US homes • A single mega data center could require 25,000 100G wavelengths between data centers • Microsoft expects its network to require “hundreds of thousands” of 100G wavelengths over time Mega Data Center Scale Northern Europe • MSFT, FB, GOOG, AMZN • Key Benefits: 1) “Free” cooling; Facebook literally leaves its windows open near Arctic Circle in Sweden 2) High access to renewable energy Facebook: Lulea, Sweden Microsoft: West Des Moines, Iowa Sources: Microsoft Executive Forum Keynote OFC 2015; Infinera estimates; MSFT & FB websites |
 18 | © 2015 Infinera Cloud Architecture Drives New Traffic Patterns http://www.facebook.com 930x Network Traffic Distributed Compute Model 1KB HTTP |
 19 | © 2015 Infinera • Generally available now • In customer networks now Hyper-Scale Density 3X better than current market leader Minimal Power 50% better than current market leader Simple Operation Server-like experience Cloud Xpress – Optimized for the Metro Cloud
|
 20 | © 2015 Infinera Building the End-to-End Portfolio |
 21 | © 2015 Infinera End-to-End Portfolio Metro Edge Metro Access Metro Aggregation Metro Core Cloud LH Core * Transmode deal expected to close in Q3 2015, subject to Transmode shareholder approval
Cloud Xpress DTN-X XTC4/10 XTC4 2015 Sliceable Photonics ePIC-500 oPIC-100 Opportunity to Accelerate into Metro Aggregation |
 22 | © 2015 Infinera Infinera + Transmode Opportunity • 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 Transmode deal expected to close in Q3 2015, subject to Transmode shareholder approval
*Source: Infonetics Q4 2014 Market Forecast for 2019
Culture Customers Financials Technology |
 23 | © 2015 Infinera Potential to Enter Top 5 in WDM Source: Dell’Oro Optical Report Jan 2015 “INFN+ TRMO” adds together Dell ‘Oro’s projected 2014 revenues for INFN and TRMO
Cross-selling and revenue synergies
create opportunity to go higher
$0.0 $500.0 $1,000.0 $1,500.0 $2,000.0 $2,500.0 Global Metro + LH WDM (2014) |
 24 | © 2015 Infinera Growing Market Opportunity Sources: 1 - Dell’Oro 025A-Optical Forecast Tables January 2015; 2 - ACG WW Optical Forecast, September 2014 Optimized Solutions Increased Share Long-Haul 1 Metro Cloud 2 Metro Aggregation 1 >600km <200km <600km Solution Extend DTN-X Leadership with Packet Cloud Xpress first shipments in December Platform: Late 2015 Revenue: Early 2016 Current TAM ($M) $4,825 $193 $5,432 Forecast 2019 TAM ($M) $5,529 $2,950 $7,515 |
 25 | © 2015 Infinera Attractive Growth and Profitability Prospects Source: Public financial statements; INFN, Cyan, Ciena, MRV are non-GAAP, others as reported in respective year-
end press releases; INFN+TRMO combines 2014 financial results; ALU = Entire
business Adva
MRV ALU Cyan Ciena INFN + TRMO YoY Revenue Growth, % 2014 20 10 0 -10 50 40 30 Gross Margin, % 2014 |
 26 | © 2015 Infinera Differentiated Financial Results |
 27 | © 2015 Infinera Source: Infinera Financial Reporting Recent 20+% growth 2013: 24%; 2014: 23%; 2015e:21%* Increasingly Profitable*** 2014 Gross Margin = 44.0% • Q4 14 = 46.1% • Q1 15 = 47.8% 2014 Operating Margin = 8.3% • Q4 14 = 11.0% • Q1 15 = 12.2% 2014 EPS = $0.38 (diluted) • Q4 14 = $0.13 (diluted) • Q1 15 = $0.16 (diluted) Strong Balance Sheet**** Nearly $260 million net cash CF from Ops (last 4 quarters) = $71 million Revenue $668 FY14 $811e* FY15 $544 FY13 $438 FY12 $405 FY11 2014 vs 2013 23% YoY Growth ~2x Market growth ** Infinera – Financial Performance
*Wall Street consensus as of May 19, 2015 and based on information available to Infinera at that time; **Dell’Oro Group
2014 Optical Transport Report; *** These figures are non-GAAP (a
reconciliation may be found at www.Infinera.com) ; ****As of end
of Q1 2015 |
 28 | © 2015 Infinera Margin Growth Opportunity Margin Drivers Vertical integration Footprint vs fill Instant bandwidth Deal discipline Infinera PIC Fab Long-Haul Cloud Xpress Metro Aggregation Expanding Markets Drive Margin Growth |
 29 | © 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 has filed a preliminary
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 |
 30 | © 2015 Infinera Thank You www.infinera.com |