425 1 jds_425.htm jds_425.htm
 
 
 
 
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
 
The need for a comprehensive solutions based approach
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
 
 
 
 
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.
 
            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.
 
 
 
 
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.
 
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.
 
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.
 
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.
 
 
 
 
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
 
Deal expected to close March 2008
 
At close ABNH to become a wholly-owned
subsidiary of JDSU
 
ABNH to become part of JDSU’s Advanced Optical
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
 
Dave
Vellequette
 
CFO
 
Chris Dewees
 
Legal & Corp.
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
 
Currency, Defense
Authentication,
Instrumentation
 
#1-2
 
5-10%
 
$1.5B
 
Advanced Optical
Technologies
 
ABI, ASML, Becton
Dickinson, ESI, KLA
Tencor, Panasonic,
Sony
 
Biotech, Microelec,
Semicon, Material
Processing
 
#1-2
 
5-10%
 
$300M
 
Commercial
 
Lasers
 
Alcatel-Lucent, AT&T,
British Telecom, China
Telecom, Comcast,
Telmex, Verizon
 
Telecom/Cable
Access, Metro, Core &
Home Networking
 
#1-2
 
6-12%
 
$2.8B
 
Communications
T&M
 
Alcatel-Lucent, Ciena,
Cisco, Huawei, Nortel,
NSN, Fujitsu
 
Sample
 
Customers
 
Telecom, Datacom,
Undersea, LH, Metro,
FTTx
 
Markets
 
#1
 
JDSU Market
Position*
 
5-15%
 
Annual Growth
Rate*
 
$3.9B
 
Total Market
Size (Annual)*
 
Optical
Communications
 
Business
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
 
Blocking filters, custom
 
displays, solar panels
 
Olympics, Super Bowl, rock
concerts, colored lighting
 
Product Protection
 
Product Differentiation
 
Military & Aerospace
 
Entertainment
 
Biomedical
 
Anesthesia & glucose
monitoring
 
Protecting 80% of the
world’s currency value
(~100 countries)
 
Over $70B of branded products
use SecureShift Technology
 
Creating striking effects that
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
 
A leader in
pressure-sensitive
label / tag solutions.
 
cGMP compliant
 
Singer award
 
Products for
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
 
Protecting 80% of
the world’s currency
value (~100
countries)
 
Film Products
 
Commercial Labels
 
Product
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
 
inks, coatings, labels
 
Award winning technology
 
AIMCAL Technology of the Year winner
for SpectraFlair® Pigment 2002
 
AIMCAL Technical Excellence in
Security award for SecureShift®
MetaSwitch 2005
 
SecureShift Technology Highly
Commended for Best Practice in
Product and Brand Protection at PISEC
2006
 
More than 150 US and international
patents
 
 
 
 
Product Differentiation – ChromaFlair
 
The “Gold Standard” of
special effect pigments for
Brand Differentiation
 
 
 
 
Adds The Colors Of The
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
 
Covert Features
 
Complement overt features
 
Add forensic properties
 
Overt features
 
“Currency-strength”
 
Designed to be recognized as
a security item
 
Majority of counterfeits or
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
 
Expands JDSU’s portfolio of overt security technology solutions via the
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)
 
JDSU and ABNH are pursuing highly complementary strategies with
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)
 
Interference Pigments & Ink
 
Labels
 
The combined power of these merged entities will bring
new and innovative solutions to the security market place
 
 
 
 
Market Synergy
 
ABNH
 
Markets
 
Identification Documents
 
Value Documents
 
Consumer and Industrial
Products
 
Brand Security
 
Packaging
 
Transaction Cards
 
JDSU – FLEX
 
Markets
 
Identification Documents
 
Value Documents
 
Consumer and Industrial
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)
 
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
 
ESPP – Employee Stock
Purchase Plan
 
Per Collective Bargaining
Agreement
 
ESPP – Employee Stock
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
 
 
 
 
What’s Next?
 
Remain on current benefits and payroll for
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
 
All dates and roll out of these benefit programs are
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.
 
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.
 
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.