June 24, 2004 Oxfordshire, UK -- Bookham Technology plc today announced that the board of directors of Bookham has approved a proposal to change the corporate domicile to the United States.
The proposed change of domicile will be effected by a UK court-approved scheme of arrangement. Under the Scheme, every ten existing Bookham ordinary shares will be exchanged for one share of common stock in a newly incorporated Delaware corporation, dubbed Bookham Inc. The Bookham Inc. common stock is expected to be listed on the NASDAQ National Market. 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.
According to the Board, the proposed change of domicile is in the best interests of the company. The proposal reflects the transformation within Bookham, its business activities, customer base, and ownership in the four years since its initial public offering. The Board believes the move represents a natural next step in the company's strategy for building on its position as a supplier of optical components and subsystems. The Board also believes the move will improve its strategic positioning by placing it closer to end demand for its products and facilitating management of its global operations. In addition, the company's peer group is principally located in the United States, and this move is expected to allow Bookham to compete with these companies on an equal footing for investment and acquisition opportunities.
The company remains committed to its operations outside the US, particularly its UK businesses and facilities, customers, and employees and anticipates they will remain largely unaffected by this change of domicile. The company expects to continue to invest in the development of its UK technology base--in particular in its two main UK facilities in Caswell and Paignton.
The completion of the proposed change of domicile will be subject to a number of conditions, including shareholder approval, court approval, and taxation clearances. If approved, the change in domicile is expected to be completed by September 30, 2004.
"Over the past four years since our IPO, our business has changed significantly and we believe a change in domicile would more accurately reflect the current profile of the company and be in the best interests of shareholders," asserts Giorgio Anania, CEO of Bookham. "We believe that redomiciling as a US company will provide us with a better platform for executing our strategy and position us closer to developments within our industry."
Bookham also announced today that it is to change its fiscal year end from December 31 to June 30. This change is being made in connection with the proposed change in corporate domicile and will enable the company to convert to US Generally Accepted Accounting Principles (GAAP) with US dollar functional currency in the shortest possible timeframe.
Under UK legislation, a company's fiscal year ends on its accounting reference date or a date up to seven days either side of the accounting reference date, if this is more convenient. Accordingly, as June 30, 2004 is a business day, it has been determined that Bookham's current fiscal year will end on Saturday, July 3, 2004.