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Bookham to Reincorporate in US

Photonics.com
Jun 2004
OXFORDSHIRE, England, June 24 -- Bookham Technology plc, a provider of optical components, modules and subsystems used in various applications and industries, including telecommunications, announced today that its board of directors has approved a proposal to change the company's corporate domicile to the US.

It said the proposal reflects the transformation within Bookham, its business activities, customer base and ownership in the four years since its initial public offering and that it will improve its strategic positioning by placing it closer to end demand for its products and facilitating management of its global operations. The company also said that since its "peer group" is principally located in the US, the change of domicile will allow it to compete on an equal footing for investment and acquisition opportunities.

The domicile change is to be effected by a UK court-approved "scheme of arrangement," Bookham said. Under the scheme, every ten existing Bookham ordinary shares will be exchanged for one share of common stock in a newly incorporated Delaware corporation, Bookham Inc. The Bookham Inc. common stock is expected to be listed on NASDAQ.

"The board believes that this share exchange ratio will establish an initial trading price for the Bookham common stock that more accurately reflects the trading price of shares in the US market and an equity structure more typical of a company of Bookham's size," the company said. It said details of the scheme will be provided to shareholders as soon as possible.

"The company remains committed to its operations outside the US," Bookham said, "particularly its UK businesses and facilities, customers and employees," who it said will remain largely unaffected by the change of domicile. It said it expects to continue to invest in the development of its UK technology base, in particular its two main UK facilities in Caswell and Paignton.

The proposed change of domicile, subject to a number of conditions, is expected to be completed by Sept. 30.

Bookham also announced it will change its fiscal year end from Dec. 31 to June 30, enabling it to convert to US generally accepted accounting principles and currency in the shortest possible timeframe. Under UK law, a company's fiscal year ends on its accounting reference date or up to seven days before or after the accounting reference date. Since June 30 is a business day, Bookham's current fiscal year will end on July 3.   

As part of the consideration for the acquisition of the optical components business of Nortel Networks in 2002, Bookham issued to Nortel a secured loan note for $30,000,000 and an unsecured loan note for $20,000,000. Bookham said the companies have agreed, when the new corporate domicile is effective, to replace the unsecured note with a new unsecured note in the same amount to be issued by Bookham Inc.

For more information, visit: www.bookham.com



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