DEFM14A: Nokia to Acquire Infinera in Deal Valued at \$6.65 Per Share

Nokia Corporation is set to acquire Infinera Corporation, offering stockholders \$6.65 per share with consideration options including cash, Nokia shares, or a mix of both, subject to proration.

Summary

• Nokia Corporation will acquire Infinera Corporation for \$6.65 per share.
• Infinera stockholders can elect to receive cash, Nokia shares, or a combination of both.
• The share consideration is based on a fixed exchange ratio of 1.7896 Nokia Shares per Infinera share.
• The mixed consideration includes \$4.66 in cash and 0.5355 Nokia Shares per Infinera share.
• Elections are subject to proration to ensure no more than 30% of the aggregate consideration is paid in Nokia ADSs and at least 70% is paid in cash.
• A special meeting of Infinera stockholders will be held on October 1, 2024, to vote on the merger agreement.
• The transaction is expected to close in the first half of 2025, pending regulatory approvals and other customary closing conditions.
• Oaktree Optical Holdings, L.P., owning approximately 11% of Infinera's shares, has agreed to vote in favor of the merger.
• The deal represents a 28% premium to Infinera's closing share price on June 26, 2024, and a 37% premium to the trailing 180-day VWAP.
• Infinera's board of directors unanimously recommends that stockholders vote in favor of the merger agreement.

Sentiment

Score: 7

Explanation: The document is largely factual and positive, outlining the terms of the merger and expected benefits. The sentiment is neutral to slightly positive.

Positives

• Stockholders receive a 28% premium over the closing share price on June 26, 2024.
• Stockholders have the option to elect cash, Nokia shares, or a mix of both.
• Oaktree Optical, holding 11% of Infinera's shares, has agreed to vote in favor of the merger, increasing the likelihood of approval.
• The deal includes a 37% premium to the trailing 180-day volume weighted average price (VWAP) of Infinera Common Stock as of June 26, 2024.

Negatives

• The share and mixed consideration are subject to proration, so stockholders may not receive their preferred form of consideration.
• The value of Nokia shares may fluctuate before the deal closes, affecting the value of the stock portion of the consideration.
• The transaction is subject to regulatory approvals and other closing conditions, which could delay or prevent the deal from closing.

Risks

• Regulatory approvals may be delayed or not received, potentially preventing the merger.
• The value of Nokia shares could fluctuate, affecting the value of the stock portion of the consideration.
• The integration of the two companies may be difficult or costly.
• Key employees may leave due to uncertainty surrounding the merger.
• The merger agreement could be terminated under certain circumstances, resulting in no deal.

Future Outlook

The merger is expected to close in the first half of 2025, subject to regulatory approvals and other customary closing conditions.

Management Comments

• On behalf of Infineras board of directors, thank you for your support.
• Sincerely, /s/ David W. Heard David W. Heard Chief Executive Officer

Industry Context

The acquisition will create a highly scaled and truly global optical business with increased in-house technology capabilities and vertical integration.

Comparison to Industry Standards

• The document does not provide a detailed assessment of the results in the context of global benchmarks.
• However, it does mention competitors such as ADTRAN, Ciena Corporation, Cisco Systems, Fujitsu, Huawei, Nokia, Ribbon Communications and ZTE.
• A thorough comparison would require analyzing Infinera's financial metrics (revenue, profit, etc.) against these competitors and industry averages.

Stakeholder Impact

• Infinera stockholders will receive \$6.65 per share or a combination of cash and Nokia shares.
• Infinera employees may experience changes in their roles and compensation.
• Customers may benefit from the combined company's increased scale and capabilities.

Next Steps

• Infinera stockholders will vote on the merger agreement at a special meeting on October 1, 2024.
• Regulatory approvals must be obtained.
• The companies will work to satisfy all closing conditions.

Key Dates

Keywords

merger, acquisition, nokia, infinera, stockholders, shares, consideration, regulatory approvals, agreement, vote