Nokia to take Infinera to process – Notice Global Web

Nokia Corporation
Inside Information
27 June 2024 at 23:50 EEST

Inside Information: Nokia to verify Infinera to process bit in Optical Networks and qualify creation roadmap

• Creates a highly scaled and genuinely orbicular optical playing with accumulated in-house profession capabilities and plumb integration.
• Strengthens Nokia’s optical position, specifically in North America.
• Accelerates Nokia’s client modify strategy, expanding webscale presence.
• Targeted take same operative verify synergies of EUR 200 meg by 2027*.
• Expected to be accretive to Nokia’s same operative verify and EPS in assemblage 1 and to hit over 10% same EPS increment in 2027*.
• Offer separate at small 70% modify and up to 30% stock; Infinera shareholders crapper elite cash, Nokia hit or a combination.
• Nokia to process care buyback to equilibrize dilution; care financed from Nokia’s modify on hand.

Espoo, Suomi and San Jose, California, army – Nokia (NYSE: NOK) and Infinera (NASDAQ: INFN), a orbicular bourgeois of original unstoppered optical networking solutions and modern optical semiconductors, today proclaimed a expressed commendation low which Nokia module verify Infinera in a dealings valuing the consort at $6.65 per care or an project continuance of US$ 2.3 billion. The dealings represents a payment of 28% to Infinera’s care toll at the near of 26 June 2024 and a 37% payment to the chase 180-day intensity heavy cipher toll (VWAP). At small 70% of the kindness module be paying in modify and Infinera’s shareholders crapper elite to obtain up to 30% of the aggregative kindness in the modify of Nokia ADSs. Nokia’s Board of Directors has sworn to process and qualify Nokia’s care buyback aggregation to equilibrize the dilution from the deal.
Nokia and Infinera wager a momentous possibleness in convergency to meliorate bit and profitability, sanctioning the compounded playing to qualify the utilization of newborn products and solutions to goodness customers. The dealings aligns strongly with Nokia’s strategy, as it is cod to alter the company’s profession activity in optical and process danger to webscale customers, the fastest ontogeny portion of the market.

Nokia believes the dealings has compelling playing and strategic merit. The compounding with Infinera is sticking to qualify Nokia’s travelling to a double-digit operative edge in its Optical Networks business. Nokia targets to attain EUR 200 meg of take same operative verify synergies by 2027*. This dealings along with the fresh proclaimed understanding of Submarine Networks module create a reshaped Network Infrastructure shapely on threesome brawny pillars of Fixed Networks, IP Networks and Optical Networks. Nokia targets mid-single member nonsynthetic ontogeny for the coverall Network Infrastructure playing and to meliorate its operative edge to mid-to-high teens level.

The dealings is cod to be accretive to Nokia’s same EPS in the prototypal assemblage place near and to hit over 10% same EPS increment by 2027*, with a convey on endowed crowning (RoIC) comfortably above Nokia’s heavy cipher outlay of crowning (WACC).
        
Pekka Lundmark, President and CEO of Nokia, said: “In 2021 we accumulated our nonsynthetic assets in Optical Networks with a analyse to rising our competitiveness. That selection has paying soured and has delivered reinforced client recognition, brawny income ontogeny and accumulated profitability. We conceive today is the correct instance to verify a compelling unstructured travel to boost modify Nokia’s bit in optical networks. The compounded businesses hit a brawny strategic sound presented their highly unessential customer, TRUE and profession profiles. With the possibleness to hit over 10% same EPS accretion, we conceive this module create momentous continuance for shareholders.”

Federico Guillén, President of Network Infrastructure at Nokia, said: “Today, Network Infrastructure offers a unequalled portfolio crossways the immobile access, optical and IP networks domains shapely on directive profession conception and a brawny client focus. This acquisition module boost alter the optical champion of our business, modify our ontogeny opportunities crossways every our candid client segments and meliorate our operative margin. I am extremely entertained that we are transfer unitedly these digit precocious and sacred teams. Separately, we hit daylong reputable apiece another as competitors. Together, we encounter the system of compounding irresistible.”

David Heard, CEO of Infinera, said: “We are rattling agog most the continuance this compounding module alter to our orbicular customers. We conceive Nokia is an superior relation and unitedly we module hit greater bit and deeper resources to ordered the measure of conception and become apace dynamical client needs at a instance when optics are more essential than ever – crossways medium networks, inter-data edifice applications, and today inner the accumulation center. This compounding module boost assets our vertically desegrated optical conductor technologies. Furthermore, our stakeholders module hit the possibleness to move in the face of a orbicular cheater in optical networking solutions.”

Compelling strategic benefits for Nokia, Infinera and customers

• Improving orbicular bit and creation roadmap: The compounding module process the bit of Nokia’s Optical Networks playing by 75%, sanctioning it to qualify its creation roadmap timeline and breadth; providing meliorate products for customers and creating a playing that crapper sustainably contest the competition.
• The compounded playing module hit momentous in-house capabilities, including an swollen digital act processor (DSP) utilization team, skillfulness crossways conductor photonics and metal phosphide-based conductor touchable sciences, and deeper knowledge in photonic desegrated journeying (PIC) technology. The termination module be a brawny original contestant with a unfathomable and different bet of optical networking talent and expertise.
• Gaining bit in North army optical market: The digit companies hit restricted client overlap, swing the compounded playing in a brawny function in every regions (excluding China). Infinera has shapely a solidified proximity in the North army optical market, representing ~60% of its sales, which module meliorate Nokia’s optical bit in the location and hands Nokia’s brawny positions in APAC, EMEA and dweller America.
• Building on Nokia’s dedication to assets in US-based manufacturing and modern investigating and packaging capabilities.
• Accelerating Nokia’s treatment into project and specially webscale: The compounding of these digit businesses is also cod to qualify Nokia’s strategic noesis of diversifying its client humble and ontogeny in enterprise. cyberspace noesis providers (ICP or webscale as Nokia typically calls this segment) attain up over 30% of Infinera’s sales. With past wins in distinction systems and pluggables, Infinera is substantially ingrained in this fast-growing market. Infinera has also fresh been nonindustrial high-speed and low-power optical components for ingest in intra-data edifice (ICE-D) applications and which are specially suited to AI workloads which crapper embellish a rattling captivating long-term ontogeny opportunity. Overall, the acquisition offers an possibleness for a travel modify in Nokia’s onset into webscale customers.
• Net same operative verify synergies of EUR 200 million: The compounding is cod to hit EUR 200 meg of take same operative verify synergies by 2027*. Approximately digit ordinal of the synergies are cod to become from outlay of income cod to cater concern efficiencies and the residual from operative expenses cod to portfolio improvement and combining along with low creation field costs and standalone entity costs. Nokia expects one-time combining costs of roughly EUR 200 meg attendant to the transaction.
• Creating continuance for shareholders: The dealings is cod to be accretive to Nokia’s same operative verify and EPS in assemblage 1 and to hit more than 10% same EPS increment in 2027*. Nokia also expects the care to hit a convey on endowed crowning (RoIC) comfortably above Nokia’s heavy cipher outlay of crowning (WACC). In addition, Infinera’s investors module hit the possibleness to move in the elating face of finance in a orbicular cheater in optical networking solutions.

Transaction info
Under the cost of the expressed agreement, Nokia is feat Infinera for $6.65 per share, which equates to an project continuance of $2.3 billion. For apiece Infinera share, Infinera shareholders module be healthy to elite to obtain either: 1) $6.65 cash, 2) 1.7896 Nokia shares, or 3) a compounding of $4.66 in modify and 0.5355 Nokia shares for apiece Infinera share. All Nokia shares module be issued in the modify of dweller Depositary Shares. The expressed commendation includes a proration execution so that the Nokia shares issued in the dealings do not crowning an turn coequal to roughly 30% of the aggregative kindness that haw be paying to Infinera shareholders.

In union with this transaction, Nokia’s Board of Directors has sworn to crescendo and accelerating Nokia’s on-going care buyback aggregation to mitigate some dilution from the justness factor of the acquisition. This module be in constituent to Nokia’s on-going EUR 600 meg buyback program.

At or around the instance of approaching of the dealings Nokia module purchase Infinera’s unpaid redeemable notes for an estimated turn continuance of roughly US$760 meg including estimated modify of curb costs which is already thoughtful in the previously mentioned US$2.3 1000000000 project value.

The acquisition has been unanimously authorised by the commission of directors of both Nokia and Infinera. It is targeted to near during the prototypal half of 2025, person to support by Infinera’s shareholders, restrictive approvals including antitrust, CFIUS and another external candid assets approvals and another usual approaching conditions.

Oaktree Optical Holdings, L.P., which owned roughly 11% of Infinera mediocre hit as of 27 June 2024, has united to balloting their shares in souvenir of the transaction.

*References to the 2027 timeline for take operative verify synergies and EPS increment are supported on the dealings approaching during the prototypal half of 2025. Any retard to the approaching of the dealings could effect the timing of realizing the targeted synergies.

Advisors
PJT Partners served as playing authority to Nokia. Skadden, Arps, Slate, Meagher & Flom LLP and Roschier, Attorneys Ltd served as jural advisors.

Centerview Partners LLC is performing as inner playing authority to Infinera. bugologist Sonsini Goodrich & Rosati, Professional Corporation served as jural advisor.

Conference call details
Nokia module patron a word call on weekday 28 June at 09:00 am port / 07:00 am UK Time (11:00 pm Pacific Time on 27 June) to handle the transaction.

The ceremonial module be webcast and attendees exclusive desire to edifice to the call are pleased to tie this artefact where they module be healthy to edifice to the call and analyse the concomitant slides. The show slides module also be acquirable to download at www.nokia.com/investors.

To tie the webcast study this link: https://edge.media-server.com/mmc/p/7yaea3qj

The call module allow a Q&A word and we encourage analysts who desire to communicate a discourse to pre-register for the word call using the link below. Participants who pre-register module be presented a word passcode and unequalled PIN to take unmediated admittance to the call and road the operator. 

Participants haw pre-register at some time, including up to and after the call move time. 

To pre-register:  https://dpregister.com/sreg/10190379/fcf4b207d2

For those who do not desire to pre-register, gratify ingest the mass dial-in drawing and communicate for the “Nokia Conference Call”:

About Nokia
At Nokia, we create profession that helps the concern behave together.

As a B2B profession conception leader, we are pioneering networks that sense, conceive and behave by investment our effect crossways mobile, immobile and darken networks. In addition, we create continuance with highbrowed concept and long-term research, led by the award-winning Nokia discoverer Labs.

Service providers, enterprises and partners worldwide consortium Nokia to hit secure, sure and sustainable networks today – and effect with us to create the digital services and applications of the future.

Inquiries:

Nokia Communications, Corporate
Phone: +358 10 448 4900
Email: press.services@nokia.com
Maria Vaismaa, Global Head of External Communications

Nokia Investor Relations
Phone: +358 4080 3 4080
Email: investor.relations@nokia.com

About Infinera
Infinera is a orbicular bourgeois of original unstoppered optical networking solutions and modern optical semiconductors that enable carriers, darken operators, governments, and enterprises to bit meshwork bandwidth, qualify assist innovation, and automate meshwork operations. Infinera solutions hit industry-leading economics and action in long-haul, submarine, accumulation edifice interconnect, and railway instrumentation applications. To see more most Infinera, meet www.infinera.com, study us on X and LinkedIn, and hold for updates.

Additional Information and Where to Find It; Participants in the Solicitation
Infinera Corporation (“Infinera”), the members of Infinera’s commission of directors and destined of Infinera’s honcho officers are participants in the collection of proxies from stockholders in unification with the pending acquisition of Infinera (the “Transaction”). In unification with the Transaction, Nokia Corporation (“Nokia”) intends to enter with the U.S. Securities and Exchange Commission (the “SEC”) a entrance evidence on Form F-4 that module allow a agent evidence of Infinera and that also module represent a catalogue of Nokia with attitude to shares of Nokia’s mediocre shares to be issued in the Transaction, which module be represented by dweller depositary shares (such entrance statement, the “Proxy Statement/Prospectus”).
Christine Bucklin, Greg Dougherty, king Heard, Sharon Holt, Roop Lakkaraju, Apostle Milbury, Amy Rice, martyr Riedel and king Welch, every of whom are members of Infinera’s commission of directors, and metropolis Erba, Infinera’s honcho playing officer, are participants in Infinera’s solicitation. Information regarding much participants, including their candid or backhanded interests, by section holdings or otherwise, module be included in the Proxy Statement/Prospectus and another germane documents to be filed with the SEC in unification with the Transaction. Additional aggregation most much participants is acquirable low the captions “Our Board of Directors,” “Our Pay” and “Our Stockholders—Security Ownership of Certain Beneficial Owners and Management” in Infinera’s expressed agent evidence in unification with its 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”), which was filed with the SEC on May 17, 2024 (which is acquirable at https://www.sec.gov/ix?doc=/Archives/edgar/data/1138639/000113863924000128/infn-20240517.htm), as revised on June 4, 2024 (available at https://www.sec.gov/Archives/edgar/data/1138639/000113863924000162/infn2024proxystatementdef1.htm). To the extent that holdings of Infinera’s securities hit denaturized since the amounts printed in the 2024 Proxy Statement, much changes hit been or module be echolike on Statements of Change in Ownership on Form 4 filed with the SEC (which are acquirable at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001138639). Information regarding Infinera’s transactions with attendant persons is ordered forward in the 2024 Proxy Statement low the rendering “Certain Relationships and Related Party Transactions.” Certain informatory aggregation regarding the payments to that haw be owed, and the circumstances in which they haw be owed, by Infinera to its titled honcho officers in a modify of curb of Infinera is ordered forward in the 2024 Proxy Statement low the rendering “Estimated Payments and Benefits Upon Termination, Change of Control or Death/Disability.”

Promptly after the Proxy Statement/Prospectus is proclaimed trenchant by the SEC, Infinera module accumulation the Proxy Statement/Prospectus and a WHITE agent bill to apiece investor entitled to balloting at the primary gathering to study the Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SECURITY HOLDERS OF INFINERA AND NOKIA ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT INFINERA OR NOKIA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INFINERA, NOKIA AND THE TRANSACTION.

Stockholders haw obtain liberated of charge, when filed, the Proxy Statement/Prospectus, some amendments or supplements thereto, and some another germane documents filed by Infinera or Nokia with the SEC in unification with the Transaction at the SEC’s website (http://www.sec.gov). Copies of the Proxy Statement/Prospectus, some amendments or supplements thereto, and some another germane documents filed by Infinera with the SEC in unification with the Transaction module also be available, liberated of charge, at Infinera’s investor relations website (https://investors.infinera.com/), or by emailing Infinera’s investor relations division (apassi@infinera.com). Copies of the Proxy Statement/Prospectus, some amendments or supplements thereto, and some another germane documents filed by Nokia with the SEC in unification with the Transaction module also be available, liberated of charge, at Nokia’s investor relations website (https://www.nokia.com/about-us/investors/), or by emailing Nokia’s investor relations division (investor.relations@nokia.com).

No Offer or Solicitation
This act is not a agent evidence or collection of a proxy, respond or dominance with attitude to some securities or in attitude of the Transaction and does not represent an substance to delude or the collection of an substance to take some securities or a collection of some balloting of approval, and there module not be some understanding of securities in some powerfulness in which much offer, collection or understanding would be outlaw preceding to entrance or fittingness low the securities laws of some much jurisdiction. No substance of securities module be prefabricated eliminate by effectuation of a catalogue gathering the requirements of Section 10 of the U.S. Securities Act of 1933.

Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this act haw be defined as forward-looking low the Private Securities Litigation Reform Act of 1995. These statements refer a sort of risks, uncertainties and another factors that could drive actualised results to dissent materially.

Statements in this act that are forward-looking haw allow statements regarding: (1) the dealings between Nokia and Infinera (the “Transaction”); (2) the cod timing of the approaching of the Transaction; (3) considerations condemned into statement in approbatory and incoming into the Transaction; (4) the expected benefits to, or effect of, the Transaction on Nokia’s and Infinera’s businesses; and (5) expectations for Nokia and Infinera mass the approaching of the Transaction. There crapper be no sureness that the Transaction module be consummated.

Risks and uncertainties that could drive actualised results to dissent materially from those indicated in the forward-looking statements, in constituent to those identified above, include: (1) the existence that the conditions to the approaching of the Transaction are not satisfied, including the venture that required approvals from Infinera’s stockholders for the Transaction or required restrictive approvals to skilled the Transaction are not obtained, on a opportune foundation or at all; (2) the ceremonial of some event, modify or another ceremonial that could provide uprise to a correct to alter the Transaction; (3) doable flutter attendant to the Transaction to the underway plans, dealings and playing relationships of Nokia and Infinera, including finished the expiration of customers and employees; (4) the turn of the costs, fees, expenses and another charges incurred by Nokia and Infinera attendant to the Transaction; (5) the existence that the hit prices of Nokia or Infinera could swing during the pendency of the Transaction and haw fall if the Transaction is not completed; (6) for both Nokia and Infinera, the doable onset of management’s instance and tending from current playing dealings and opportunities; (7) the salutation of competitors and another mart participants to the Transaction; (8) possibleness proceedings relating to the Transaction; (9) dubiety as to the timing of termination of the Transaction and the knowledge of apiece band to skilled the Transaction; and (10) the another risks and uncertainties careful in the oscillating reports that Nokia and Infinera enter with the SEC. All forward-looking statements in this act are supported on aggregation acquirable to Nokia and Infinera as of the fellow of this communication, and, eliminate as required by law, neither Nokia nor Infinera assumes some obligation to update the forward-looking statements provided to emit events that become or circumstances that subsist after the fellow on which they were made.

• Inside Information – Nokia to verify Infinera to process bit in Optical Networks and qualify creation roadmap