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Bookham and Avanex Merge Into a New Market Leader - Oclaro

Bookham and Avanex Close Merger - New Combined Company Named "Oclaro"


Bookham, Inc. and Avanex Corporation today announced they have closed their merger, thereby creating one of the largest suppliers of optical components, modules and subsystems to the long-haul and metro telecommunications markets. Also announced today, the newly combined company will be named Oclaro, Inc. The "Oclaro" name was created through a combination of the words "Optical" and "Clarity," to communicate Oclaro's bold clarity of vision and focus on photonics innovation with a complete portfolio of technology, components, modules and subsystems for fiber optic communications. The company's stock will trade on the NASDAQ Global Market with the stock symbol "OCLR," beginning at the start of trading on April 28, 2009.

"The closing of this merger is a significant milestone in our quest to be a predominant force in the fiber optics industry," said Alain Couder, president and CEO, Oclaro. "By uniting the best components expertise of Bookham with the modules and subsystems best expertise of Avanex, Oclaro has the necessary products and technologies under one roof to become a market setter in the future of the fiber optic market."
Oclaro is well positioned to serve the fast-growing telecommunications market, where new applications such as video streaming, social networking, and cloud computing are driving ever-increasing Internet traffic, with a strong demand for more throughput and performance. Oclaro, through the combination of Bookham and Avanex, now has the core technologies to capitalize on that anticipated growth. In addition, the company has a strategy to leverage its core technologies to expand into adjacent markets, including industrial, defense, life sciences, semiconductor, and scientific, with diversification providing both the potential for significant new revenue streams and strategic technological advantage.

"The completion of this transaction is a big step forward for the optical components industry, and one we believe will produce a company capable of thriving in a rapidly consolidating industry," commented Andrew Schmitt, Directing Analyst, Optical, at Infonetics Research. "The combined product portfolios and customer bases of Bookham and Avanex should see Oclaro positioned as one of the market leaders in metro and long-haul networks, with combined revenues placing the company firmly in the tier 1 bracket."

Under the terms of the merger agreement, Avanex shareholders will receive, at a fixed exchange ratio, 5.426 shares of Bookham common stock for every share of Avanex common stock. As of the close of today's trading, Avanex's stock will no longer trade on the NASDAQ stock market. In two separate special shareholder meetings shareholders overwhelmingly supported the merger with 95.79% of the total Bookham shareholders' votes cast approving the issuance of shares in the merger, and 98.73% of the total Avanex shareholders' votes cast approving the merger.

In addition to approving the proposed merger with Avanex, Bookham's shareholders approved an amendment to Bookham's restated certificate of incorporation to increase the number of authorized shares of Bookham common stock to 450,000,000 shares (on a pre-reverse stock split basis); and approved the proposal to amend Bookham's restated certificate of incorporation that, upon Board approval, would effect a reverse stock split of the issued and outstanding shares of Bookham (now Oclaro) common stock (within a certain range) and a corresponding proportionate reduction in the total number of authorized shares of Bookham (now Oclaro) common stock and preferred stock.

Oclaro currently expects that the combination will be Adjusted EBITDA positive in the September 2009 quarter, the first full quarter after the close of the transaction. The company also expects to generate at least $7 million of quarterly cost savings by the end of the fourth full quarter post-close, which at that time would represent approximately $28 million, or more, annually.
"The combined in-house and outsourced manufacturing operations are expected to give Oclaro significant production flexibility, which in turn is expected to drive gross margin improvement," said Couder. "Overall, Oclaro is a well capitalized, liquid company. With substantial combined cash and no outstanding debt, Oclaro has a strong balance sheet from day one."

Oclaro Structure and Leadership Team
Oclaro headquarters will be in San Jose, California, with management of the combined companies consisting of executives and board members from both organizations. Alain Couder will be the president and CEO of Oclaro. Jim Haynes will be the chief operating officer of Oclaro. In addition, Jerry Turin will be the chief financial officer for Oclaro.
The company's organization will be structured around three customer-facing operating units focused on Transmission, Regeneration and Optical Routing, and Advanced Photonic Solutions as follows:

10G and 40G Optical Components, Transponders, and Tunable Transceivers
Adrian Meldrum - EVP

Regeneration and Optical Routing
Amplification (Components, Gain Blocks, Controlled Amplifier Modules, Subsystems); Dispersion (Fixed DC and Tunable DC); Wavelength Routing (WSS, Passives, Interleavers, and Subsystems)
Richard Smart - EVP

Advanced Photonics Solutions
High Power Lasers and VCSELs; Photonics Tools and Filters
Yves LeMaitre - EVP

The combined company starts Day 1 with approximately 2,500 employees at 13 sites around the world. Oclaro's product offerings comprise the necessary hardware components, modules, software and subsystems that form the basis for the next generation of fiber optics systems. In addition, the company operates centers of excellence for technology development and component manufacturing in the U.S. and Europe, research and development support centers in Asia, and assembly and test and contract manufacturing capabilities in Asia, providing the company the advantages of economies of scale.

About Oclaro
Oclaro, with headquarters in San Jose, California, is a tier 1 provider of high performance optical components, modules and subsystems to the telecommunications market, and is one of the largest providers to metro and long haul network applications. Oclaro, the result of the combination of Bookham, Inc. and Avanex Corporation on April 27, 2009, leverages proprietary core technologies and vertically integrated product development to provide its customers with cost-effective and innovative optical devices, modules and subsystems. The company serves a broad customer base, combining in-house and outsourced manufacturing to maximize flexibility and drive improved gross margin. Its photonic technologies also serve selected potential high growth markets, including industrial, defense, life sciences, semiconductor, and scientific, with diversification providing both significant potential revenue streams and strategic technological advantage. Oclaro is a global company, with leading chip fabrication facilities in the U.K., Switzerland and Italy, and manufacturing sites in the US, Thailand and China.

Oclaro, the Oclaro logo and all other Oclaro product names and slogans are trademarks or registered trademarks of Oclaro, Inc. in the USA or other countries.

For more information visit the Oclaro website

Oclaro, Inc. Contact
Jerry Turin
Chief Financial Officer
(408) 383-1400

Investor and Media Contact
Jim Fanucchi
Summit IR Group Inc.
(408) 404-5400

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