Filed by JDS Uniphase Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities and Exchange Act of 1934, as amended
Subject Company: American Bank Note Holographics, Inc.
Commission File No.: 001-14227
This filing consists of a presentation given by Roy Bie, Senior Vice President and General Manager of JDS Uniphase Corporation ("JDSU"), to employees of American Bank Note Holographics, Inc. ("ABNH") relating to a planned merger (the "Merger"), of Light Acquisition Corp., a wholly-owned subsidiary of JDSU, with and into ABNH whereby ABNH will survive as a wholly-owned subsidiary of JDSU pursuant to the terms of an Agreement and Plan of Merger, dated as of December 10, 2007 (the "Merger Agreement"), by and among JDSU, Light Acquisition Corp. and ABNH. The Merger Agreement is on file with the U.S. Securities and Exchange Commission (the "SEC") as an exhibit to the Current Report on Form 8-K filed by ABNH on December 11, 2007, and is incorporated by reference into this filing.
JDSU and ABNH
December 11, 2007
KEY TAKEAWAYS
This positions JDSU as a worldwide leader in overt
security solutions
security solutions
The need for a comprehensive solutions based approach
to counterfeiting has never been greater
to counterfeiting has never been greater
By becoming a single source for security solutions we
will speed up our customers time-to-market while helping
them to fight their battles against counterfeiters
will speed up our customers time-to-market while helping
them to fight their battles against counterfeiters
Safe Harbor Statement
Certain statements in this presentation constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1934. “Forward-looking” statements are all
statements made by us, other than those dealing specifically with historical matters and any
statements we make about the conduct of our business or finances up to this moment. All
other statements made by us are forward-looking statements which include any information
provided on future business operations and guidance regarding our future financial
performance. Actual results may differ materially from those projected in the forward-looking
statements. Factors that could cause actual results to materially differ from those in the
forward-looking statements are discussed in the Company’s Securities and Exchange
Commission Filings, particularly the risk factors section of our form 10-Q for the quarter ended
September 29, 2007.
meaning of Section 27A of the Securities Act of 1934. “Forward-looking” statements are all
statements made by us, other than those dealing specifically with historical matters and any
statements we make about the conduct of our business or finances up to this moment. All
other statements made by us are forward-looking statements which include any information
provided on future business operations and guidance regarding our future financial
performance. Actual results may differ materially from those projected in the forward-looking
statements. Factors that could cause actual results to materially differ from those in the
forward-looking statements are discussed in the Company’s Securities and Exchange
Commission Filings, particularly the risk factors section of our form 10-Q for the quarter ended
September 29, 2007.
This presentation may include Non-GAAP financial measures where indicated. These non-
GAAP financial measures complement the Company’s consolidated financial statements
presented in accordance with GAAP. However, these non-GAAP financial measures are not
intended to supercede or replace the Company’s GAAP results. A detailed reconciliation of
historical GAAP results to the historical non-GAAP results is provided in the “Non-GAAP
Condensed Consolidated Statement of Operations” schedule to our news release announcing
the financial results of the first quarter of fiscal 2007. A discussion of the GAAP measures
excluded from the forward-looking non-GAAP measures is provided in the “Business Outlook”
paragraph of the news release. The news release is located in the Investor Relations section
of our web site at www.jdsu.com.
GAAP financial measures complement the Company’s consolidated financial statements
presented in accordance with GAAP. However, these non-GAAP financial measures are not
intended to supercede or replace the Company’s GAAP results. A detailed reconciliation of
historical GAAP results to the historical non-GAAP results is provided in the “Non-GAAP
Condensed Consolidated Statement of Operations” schedule to our news release announcing
the financial results of the first quarter of fiscal 2007. A discussion of the GAAP measures
excluded from the forward-looking non-GAAP measures is provided in the “Business Outlook”
paragraph of the news release. The news release is located in the Investor Relations section
of our web site at www.jdsu.com.
Rule 425 Information
This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
JDSU and ABNH intend to file with the SEC a prospectus/proxy statement and other relevant materials in connection with the proposed acquisition of
ABNH by JDSU pursuant to the terms of an Agreement and Plan of Merger by and among JDSU, Light Acquisition Corp., a wholly-owned subsidiary of
JDSU, and ABNH. The prospectus/proxy statement will be mailed to the stockholders of ABNH. Investors and security holders of ABNH are urged to
read the prospectus/proxy statement and the other relevant materials, as well as any amendments or supplements to those documents, when they
become available because they will contain important information about JDSU, ABNH and the proposed merger. The prospectus/proxy statement and
other relevant materials (when they become available), and any other documents filed by JDSU or ABNH with the SEC, may be obtained free of charge
at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by JDSU
by contacting JDSU Investor Relations, 430 North McCarthy Boulevard, Milpitas, CA 95035, (408) 546-4445. Investors and security holders may
obtain free copies of the documents filed with the SEC by ABNH by contacting ABNH Investor Relations, 2 Applegate Drive Robbinsville, NJ 08691,
(609) 632-0800. Investors and security holders of ABNH are urged to read the prospectus/proxy statement and the other relevant materials, as well as
any amendments or supplements to those documents, when they become available before making any voting or investment decision with respect to
the proposed merger.
ABNH by JDSU pursuant to the terms of an Agreement and Plan of Merger by and among JDSU, Light Acquisition Corp., a wholly-owned subsidiary of
JDSU, and ABNH. The prospectus/proxy statement will be mailed to the stockholders of ABNH. Investors and security holders of ABNH are urged to
read the prospectus/proxy statement and the other relevant materials, as well as any amendments or supplements to those documents, when they
become available because they will contain important information about JDSU, ABNH and the proposed merger. The prospectus/proxy statement and
other relevant materials (when they become available), and any other documents filed by JDSU or ABNH with the SEC, may be obtained free of charge
at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by JDSU
by contacting JDSU Investor Relations, 430 North McCarthy Boulevard, Milpitas, CA 95035, (408) 546-4445. Investors and security holders may
obtain free copies of the documents filed with the SEC by ABNH by contacting ABNH Investor Relations, 2 Applegate Drive Robbinsville, NJ 08691,
(609) 632-0800. Investors and security holders of ABNH are urged to read the prospectus/proxy statement and the other relevant materials, as well as
any amendments or supplements to those documents, when they become available before making any voting or investment decision with respect to
the proposed merger.
JDSU, Kevin Kennedy, JDSU's President and Chief Executive Officer, and JDSU's other directors and executive officers may be deemed to be
participants in the solicitation of proxies of ABNH stockholders in connection with the proposed merger. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of Mr. Kennedy and JDSU's other directors and executive officers in the
solicitation by reading the prospectus/proxy statement when it becomes available.
participants in the solicitation of proxies of ABNH stockholders in connection with the proposed merger. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of Mr. Kennedy and JDSU's other directors and executive officers in the
solicitation by reading the prospectus/proxy statement when it becomes available.
ABNH, Kenneth Traub, ABNH's Chief Executive Officer and President, and ABNH's other directors and executive officers may be deemed
to be participants in the solicitation of proxies of ABNH stockholders in connection with the proposed merger. Such individuals may have interests in
the proposed merger, including as a result of holding options or shares of ABNH common stock. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of Mr. Traub and ABNH's other directors and executive officers in the solicitation by
reading the prospectus/proxy statement when it becomes available.
to be participants in the solicitation of proxies of ABNH stockholders in connection with the proposed merger. Such individuals may have interests in
the proposed merger, including as a result of holding options or shares of ABNH common stock. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of Mr. Traub and ABNH's other directors and executive officers in the solicitation by
reading the prospectus/proxy statement when it becomes available.
Agenda
Overview of the announcement
Overview of JDSU
Overview of AOT
Why is this compelling?
How ABNH Fits with JDSU portfolio strategy
JDSU Benefits
Overview
JDSU announced a definitive agreement to acquire
ABNH
ABNH
Deal expected to close March 2008
At close ABNH to become a wholly-owned
subsidiary of JDSU
subsidiary of JDSU
ABNH to become part of JDSU’s Advanced Optical
Technologies (AOT) business segment
Technologies (AOT) business segment
JDSU Overview – Global Presence
Annual Revenue
Business Segments
Employees
Locations
Country Representation
Index Membership
$1.4B
Leader in 3 Multi $B Segments
˜ 7,000
Over 80 Sales and R&D sites globally
164 Countries
S&P 500 (JDSU)
JDSU Sales Offices
Flex Products
JDSU Presence (Direct, Distributors, Channels)
Kevin Kennedy
CEO
JDSU Overview – Management Team
Bonnie Savage
Executive Assistant
Judy Kay
Corp. Marketing,
Estaff Operations
Estaff Operations
Dave
Vellequette
Vellequette
CFO
Chris Dewees
Legal & Corp.
Development
Development
David Gudmundson
Optical Comms
Alan Lowe
Commercial Lasers
Roy Bie
Advanced Optical
Technologies
Tom Waechter
Communications
Test
Al Etterman
CAO
CL Segment
Enabling Broadband & Optical Innovation
Astra-Zeneca, Bank of
China, HP, ITT,
Lockheed Martin,
Pfizer, SICPA
China, HP, ITT,
Lockheed Martin,
Pfizer, SICPA
Currency, Defense
Authentication,
Instrumentation
Authentication,
Instrumentation
#1-2
5-10%
$1.5B
Advanced Optical
Technologies
Technologies
ABI, ASML, Becton
Dickinson, ESI, KLA
Tencor, Panasonic,
Sony
Dickinson, ESI, KLA
Tencor, Panasonic,
Sony
Biotech, Microelec,
Semicon, Material
Processing
Semicon, Material
Processing
#1-2
5-10%
$300M
Commercial
Lasers
Alcatel-Lucent, AT&T,
British Telecom, China
Telecom, Comcast,
Telmex, Verizon
British Telecom, China
Telecom, Comcast,
Telmex, Verizon
Telecom/Cable
Access, Metro, Core &
Home Networking
Access, Metro, Core &
Home Networking
#1-2
6-12%
$2.8B
Communications
T&M
T&M
Alcatel-Lucent, Ciena,
Cisco, Huawei, Nortel,
NSN, Fujitsu
Cisco, Huawei, Nortel,
NSN, Fujitsu
Sample
Customers
Telecom, Datacom,
Undersea, LH, Metro,
FTTx
Undersea, LH, Metro,
FTTx
Markets
#1
JDSU Market
Position*
Position*
5-15%
Annual Growth
Rate*
Rate*
$3.9B
Total Market
Size (Annual)*
Size (Annual)*
Optical
Communications
Communications
Business
Segments
Segments
* Sources: Central Banks, Frost & Sullivan, Infonetics Research, Ovum-RHK, PIRA Research, Prime Data, US Chamber of Commerce, and internal analysis.
JDSU Overview – AOT: Protection, Performance &
Precision
Precision
Blocking filters, custom
displays, solar panels
Olympics, Super Bowl, rock
concerts, colored lighting
concerts, colored lighting
Product Protection
Product Differentiation
Military & Aerospace
Entertainment
Biomedical
Anesthesia & glucose
monitoring
monitoring
Protecting 80% of the
world’s currency value
(~100 countries)
world’s currency value
(~100 countries)
Over $70B of branded products
use SecureShift Technology
use SecureShift Technology
Creating striking effects that
enhance, differentiate, and
add value to products
enhance, differentiate, and
add value to products
Document Protection
AOT Overview – Flex Products Portfolio
Large flexible web
thin-film roll-
coating: Window
film, Conductive
ground planes,
other
thin-film roll-
coating: Window
film, Conductive
ground planes,
other
A leader in
pressure-sensitive
label / tag solutions.
pressure-sensitive
label / tag solutions.
cGMP compliant
Singer award
Products for
manufacturers to
create striking
effects that
enhance,
differentiate, and
add value to
products
manufacturers to
create striking
effects that
enhance,
differentiate, and
add value to
products
Over $70B of
branded products
use SecureShift®
Technology to
prevent
counterfeiting,
including consumer
electronics, imaging
supplies, and
pharmaceuti
cal drugs
branded products
use SecureShift®
Technology to
prevent
counterfeiting,
including consumer
electronics, imaging
supplies, and
pharmaceuti
cal drugs
Protecting 80% of
the world’s currency
value (~100
countries)
the world’s currency
value (~100
countries)
Film Products
Commercial Labels
Product
Differentiation
Differentiation
Brand
Security
Document Security
Flex Products Group
Markets
A legacy of innovation
Positioned for the future
Flex Products Is Built On Innovation
Thin film optical design
Color knowledge & measurement
Materials science
Manufacturing excellence
Diversity of product applications
methods
methods
inks, coatings, labels
Award winning technology
AIMCAL Technology of the Year winner
for SpectraFlair® Pigment 2002
for SpectraFlair® Pigment 2002
AIMCAL Technical Excellence in
Security award for SecureShift®
MetaSwitch 2005
Security award for SecureShift®
MetaSwitch 2005
SecureShift Technology Highly
Commended for Best Practice in
Product and Brand Protection at PISEC
2006
Commended for Best Practice in
Product and Brand Protection at PISEC
2006
More than 150 US and international
patents
patents
Product Differentiation – ChromaFlair
The “Gold Standard” of
special effect pigments for
Brand Differentiation
special effect pigments for
Brand Differentiation
Adds The Colors Of The
Rainbow To Any Product
Rainbow To Any Product
Product Differentiation – SpectraFlair
AOT Overview – Business Fundamentals
Advanced Optical Technologies (AOT)
Combined resources of:
Flex Products Group (Flex)
Custom Optics Products Group (COPG)
Financial Metrics
Annual Revenues ~$170M+
Growing just over 10% a year
Headcount: ~700
Locations:
Santa Rosa
Beijing
Commerce, CA
AOT Overview – Flex Products Multi-Layer Technologies
LayeredFeatures
The overt and covert features
on a tamper evident label work
together to protect the
individual components
on a tamper evident label work
together to protect the
individual components
Covert Features
Complement overt features
Add forensic properties
Overt features
“Currency-strength”
Designed to be recognized as
a security item
a security item
Majority of counterfeits or
tampering easily detectable
tampering easily detectable
MetaSwitch®
SecureShift®
Color-shift
Phantom®
Charms
Ghost
SecureShift Technology
SecureShift® Ink
Why ABNH?
Positions JDSU as a worldwide leader in overt security product
solutions
solutions
Expands JDSU’s portfolio of overt security technology solutions via the
addition of ABNH’s diffractive technology expertise
addition of ABNH’s diffractive technology expertise
JDSU and ABNH have complementary market leading positions
JDSU and ABNH serve an attractive collection of blue-chip, Fortune 500
customers (Central Banks, Visa, MasterCard, Amex, Nike, Pfizer, etc)
customers (Central Banks, Visa, MasterCard, Amex, Nike, Pfizer, etc)
JDSU and ABNH are pursuing highly complementary strategies with
comparable cultures
comparable cultures
Technology Synergy
ABNH
Technology
Diffractive Optics
Magnetic
Foil
Application Design
Covert markers
Laminates
Induction seals
De-metallization
JDSU – FLEX
Technology
Diffractive
Magnetic
Foil
Application Design
Covert Markers
Interference Optics
Color Measurement
(Metrology)
(Metrology)
Interference Pigments & Ink
Labels
The combined power of these merged entities will bring
new and innovative solutions to the security market place
new and innovative solutions to the security market place
Market Synergy
ABNH
Markets
Identification Documents
Value Documents
Consumer and Industrial
Products
Products
Brand Security
Packaging
Transaction Cards
JDSU – FLEX
Markets
Identification Documents
Value Documents
Consumer and Industrial
Products
Products
Brand Security
Packaging
Currency
Labels
Summary of JDSU Employee Benefits
Summary of JDSU Employee Benefits
Healthcare Plans
Two Medical plan options
Dental plan
Vision Plan
Employee Assistance Program
(EAP)
(EAP)
Health Care and Dependent
Care Flexible Spending Accounts
401(k) plan with company match
- 100% on first 3% of salary,
then 50% on next 2% of salary
- 100% on first 3% of salary,
then 50% on next 2% of salary
ESPP – Employee Stock
Purchase Plan
Purchase Plan
Per Collective Bargaining
Agreement
Agreement
ESPP – Employee Stock
Purchase Plan
Purchase Plan
Administration Plan:
Union:
Employee Stock Purchase Plan (ESPP)
Employee Stock Purchase Plan
Up to 10% of annual salary up to US $25,000 limit
Employee contributions withheld per pay period
2 enrollment periods per year (January and July)
6 month Purchase Periods
Stock purchased at 95% of the lower price of either the
first or last day of purchase period; purchase full shares
only
first or last day of purchase period; purchase full shares
only
What’s Next?
Remain on current benefits and payroll for
approximately 90 Days past the close of the
acquisition
approximately 90 Days past the close of the
acquisition
Separate benefits meetings and online enrollment
will be scheduled to provide specific details about
JDSU Benefits prior to enrollment period
will be scheduled to provide specific details about
JDSU Benefits prior to enrollment period
All dates and roll out of these benefit programs are
subject to close of the transaction following
customary regulatory approvals
subject to close of the transaction following
customary regulatory approvals
Q&A
ADDITIONAL INFORMATION ABOUT THE MERGER
AND WHERE TO FIND IT
JDSU and ABNH intend to file with the SEC a prospectus/proxy statement and other relevant materials in connection with the proposed
acquisition of ABNH by JDSU pursuant to the terms of an Agreement and Plan of Merger by and among JDSU, Light Acquisition Corp., a
wholly-owned subsidiary of JDSU, and ABNH. The prospectus/proxy statement will be mailed to the stockholders of ABNH. Investors and
security holders of ABNH are urged to read the prospectus/proxy statement and the other relevant materials, as well as any amendments or
supplements to those documents, when they become available because they will contain important information about JDSU, ABNH and the
proposed merger. The prospectus/proxy statement and other relevant materials (when they become available), and any other documents filed
by JDSU or ABNH with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by JDSU by contacting JDSU Investor Relations, 430 North McCarthy
Boulevard, Milpitas, CA 95035, (408) 546-4445. Investors and security holders may obtain free copies of the documents filed with the SEC by
ABNH by contacting ABNH Investor Relations, 2 Applegate Drive Robbinsville, NJ 08691, (609) 632-0800. Investors and security holders of
ABNH are urged to read the prospectus/proxy statement and the other relevant materials, as well as any amendments or supplements to those
documents, when they become available before making any voting or investment decision with respect to the proposed merge.
acquisition of ABNH by JDSU pursuant to the terms of an Agreement and Plan of Merger by and among JDSU, Light Acquisition Corp., a
wholly-owned subsidiary of JDSU, and ABNH. The prospectus/proxy statement will be mailed to the stockholders of ABNH. Investors and
security holders of ABNH are urged to read the prospectus/proxy statement and the other relevant materials, as well as any amendments or
supplements to those documents, when they become available because they will contain important information about JDSU, ABNH and the
proposed merger. The prospectus/proxy statement and other relevant materials (when they become available), and any other documents filed
by JDSU or ABNH with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by JDSU by contacting JDSU Investor Relations, 430 North McCarthy
Boulevard, Milpitas, CA 95035, (408) 546-4445. Investors and security holders may obtain free copies of the documents filed with the SEC by
ABNH by contacting ABNH Investor Relations, 2 Applegate Drive Robbinsville, NJ 08691, (609) 632-0800. Investors and security holders of
ABNH are urged to read the prospectus/proxy statement and the other relevant materials, as well as any amendments or supplements to those
documents, when they become available before making any voting or investment decision with respect to the proposed merge.
JDSU, Kevin Kennedy, JDSU's President and Chief Executive Officer, and JDSU's other directors and executive officers may be deemed to be
participants in the solicitation of proxies of ABNH stockholders in connection with the proposed merger. Investors and security holders may
obtain more detailed information regarding the names, affiliations and interests of Mr. Kennedy and JDSU's other directors and executive
officers in the solicitation by reading the prospectus/proxy statement when it becomes available.
participants in the solicitation of proxies of ABNH stockholders in connection with the proposed merger. Investors and security holders may
obtain more detailed information regarding the names, affiliations and interests of Mr. Kennedy and JDSU's other directors and executive
officers in the solicitation by reading the prospectus/proxy statement when it becomes available.
ABNH, Kenneth Traub, ABNH's Chief Executive Officer and President, and ABNH's other directors and executive officers may be
deemed to be participants in the solicitation of proxies of ABNH stockholders in connection with the proposed merger. Such individuals may
have interests in the proposed merger, including as a result of holding options or shares of ABNH common stock. Investors and security holders
may obtain more detailed information regarding the names, affiliations and interests of Mr. Traub and ABNH's other directors and executive
officers in the solicitation by reading the prospectus/proxy statement when it becomes available.
deemed to be participants in the solicitation of proxies of ABNH stockholders in connection with the proposed merger. Such individuals may
have interests in the proposed merger, including as a result of holding options or shares of ABNH common stock. Investors and security holders
may obtain more detailed information regarding the names, affiliations and interests of Mr. Traub and ABNH's other directors and executive
officers in the solicitation by reading the prospectus/proxy statement when it becomes available.