Oxfordshire, UK, June 25, 2004--Bookham Technology plc, a provider of optical components, modules and subsystems used in various applications and industries, including telecommunications, today announced that the board of directors of Bookham has approved a proposal to change the corporate domicile of Bookham to the United States.
The proposed change of domicile is to be effected by a UK court-approved scheme of arrangement, in which 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 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.
The Board believes that 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 leading 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, and 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.