Announcement • Mar 01

Nokia Oyj (HLSE:NOKIA) completed the acquisition of Infinera Corporation (NasdaqGS:INFN) from Oaktree Optical Holdings, L.P. and others

Nokia Oyj (HLSE:NOKIA) entered into a definitive agreement to acquire Infinera Corporation (NasdaqGS:INFN) from Oaktree Optical Holdings, L.P. and others for $1.7 billion on June 27, 2024. Under the terms of the definitive agreement, Nokia is acquiring Infinera for $6.65 per share, which equates to an enterprise value of $2.3 billion. For each Infinera share, Infinera shareholders will be able to elect to receive either: 1) $6.65 cash, 2) 1.7896 Nokia shares, or 3) a combination of $4.66 in cash and 0.5355 Nokia shares for each Infinera share. At least 70% of the consideration will be paid in cash and Infinera’s shareholders can elect to receive up to 30% of the aggregate consideration in the form of Nokia ADSs. Transaction will be financed from Nokia’s cash on hand. Oaktree Optical Holdings, L.P., which owned approximately 11% of Infinera common stock as of 27 June 2024, has agreed to vote their shares in favor of the transaction. Upon termination of the merger agreement in certain circumstances, Infinera will be required to pay Nokia a termination fee of $65 million. Upon termination of the merger agreement in certain circumstances, Nokia will be required to pay Infinera a termination fee of $130 million. Infinera Reminds Infinera stockholders of deadline for Infinera stockholders to elect form of merger consideration. This deadline is 5:00 p.m. New York City time on September 30, 2024. The acquisition has been unanimously approved by the board of directors of both Nokia and Infinera. Acquisition is targeted to close during the first half of 2025, subject to approval by Infinera’s shareholders, the necessary stock exchange listings of Nokia ADSs issued in the merger, the effectiveness of a registration statement on Form F-4 in respect of the Nokia ADSs issued in the merger, regulatory approvals including antitrust, CFIUS and other foreign direct investment approvals and other customary closing conditions. The applicable waiting period under the HSR Act expired at 11:59 p.m., Eastern time, on September 13, 2024. The transaction is expected to be accretive to Nokia’s comparable EPS in the first year post close and to deliver over 10% comparable EPS accretion by 2027. As of November 22, 2024, Nokia’s Board of Directors has resolved to issue 150,000,000 new shares in a directed share issuance without consideration to Nokia Corporation. The new shares will remain in Nokia Corporation’s treasury pending the planned completion under the Merger Agreement and are expected to be admitted to trading on Nasdaq Helsinki. As of January 16, 2025, Infinera Corporation entered into a direct funding agreement with the U.S. Department of Commerce to award the Company up to $93 million in direct funding related to the construction of a fabrication facility located in California and a photonics packaging and test facility located in Pennsylvania. The SEC declared the Registration Statement effective on August 21, 2024. The Direct Funding Agreement contains representations, warranties and covenants applicable to the Company, including with respect to (i) delivering a letter of support and guarantee from Nokia Corporation. As of January 24, 2025, the European Commission has started its investigation into Nokia's bid for Infinera. It set a February 26, 2025, deadline to decide whether or not to launch an in-depth investigation. As of February 13, 2025 Taiwan's Fair Trade Commission approved the transaction. As of January 31, 2025, the transaction is expected to close during the first quarter of 2025. As of February 18, 2025, the transaction expected to close on or about February 28, 2025. As of February 26, 2025, The European Commission approved the transaction. PJT Partners served as financial advisor to Nokia. Lorenzo Corte and Denis Klimentchenko of Skadden, Arps, Slate, Meagher & Flom LLP and Antti Ihamuotila, Seppo Kymäläinen, Mika Ohtonen, Mikko Manner and Johanna Flythström of Roschier, Attorneys Ltd served as legal advisors to Nokia. Alan F. Denenberg and Paul S. Scrivano of Davis Polk & Wardwell LLP advised Centerview Partners LLC in its role as exclusive financial advisor to Infinera. Centerview Partners LLC acted acted as fairness opinion provider to Infinera. Tony Jeffries, Amanda N. Urquiza, Douglas K. Schnell, Amanda Urquiza, Remi P. Korenblit, Ross J. Tanaka, Steven V. Bernard, Jaqueline Tokuda, Gregory Hughes, John P. McGaraghan, Beau Buffier, Taylor M. Owings, Deirdre Carroll, Kimberley Biagioli, Robin S. Crauthers, Stephen R. Heifetz, Seth Cowell, Anne E. Seymour, Timothy Kobes, Erik F. Franks, Matt Gorman, Ryan J. Greecher, Adrian S. Broderick, Susan P. Reinstra, Martin R. Sul, Matthew (Matt) Staples, David Strong, Jason A. Sacks and Ignacio E. Salceda of Wilson Sonsini Goodrich & Rosati, Professional Corporation served as legal advisors to Infinera. Sodali & Co acted as information agent to Infinera and will receive a fee of approximately $25,000 for its services. Computershare Trust Company, N.A. acted as transfer agent to Infinera. Citibank, N.A. acted as depositary bank to Nokia. Nokia Oyj (HLSE:NOKIA) completed the acquisition of Infinera Corporation (NasdaqGS:INFN) from Oaktree Optical Holdings, L.P. and others on February 28, 2025.

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