Bookham to Buy New Focus

OXFORDSHIRE, U.K. and SAN JOSE, Calif. -- Bookham Technology plc (“Bookham”) (LSE: BHM, NASDAQ: BKHM), a leading provider of optical components, modules and subsystems for fiber optic communication networks, and New Focus Inc (“New Focus”) (NASDAQ: NUFO), a leading provider of photonics and microwave solutions to non-telecom diversified markets, today announced the signing of a definitive agreement under which Bookham will acquire New Focus.Under the proposed transaction, it is anticipated that Bookham will issue approximately 84 million new ordinary shares (the “New Ordinary Shares”) taking into account the assumed exercise of New Focus stock options in a share-for-share transaction which, based on the mid-market closing share price of the Bookham Ordinary Shares on the London Stock Exchange on September 19, 2003, values the transaction at approximately £117.6 million ($190.5 million). The stockholders of New Focus may elect to receive the shares in the form of New Ordinary Shares or Bookham American Depository Shares. Immediately prior to the completion of the acquisition, New Focus will make a cash distribution of approximately £86 million ($140 million) to its stockholders by way of a capital repayment. After consideration of this distribution and anticipated net cash outflows prior to completion, New Focus’ cash at the anticipated closing date in December 2003, net of expected transaction costs, is expected to be approximately £65 million ($105 million). The proposed transaction, which has been unanimously approved by the boards of directors of both companies, is a continuation of Bookham’s consolidation strategy. The proposed acquisition of New Focus is expected to increase the critical mass of Bookham’s non-telecom business, diversify its customer base, contribute low cost manufacturing facilities and provide significant additional cash resources.Bookham Technology plcNew Focus Inc.