News: Optoelectronics
19 February 2025
Infinera’s acquisition by Nokia expected to complete on or about 28 February
Infinera Corp of San Jose, CA, USA — a vertically integrated manufacturer of open optical networking systems and optical semiconductors — says that its pending acquisition by Nokia Corp should be completed on or about 28 February, subject to receipt of remaining outstanding regulatory approvals and the satisfaction of other remaining customary closing conditions.
Infinera hence also says that the deadline to revoke a previously made election with respect to the form of merger consideration to be received in the transaction is 5pm New York City time, on 21 February. In the event that the anticipated completion date is delayed, Infinera will communicate an updated election revocation deadline.
Holders of shares of Infinera’s common stock who have made a valid election with respect to the form of merger consideration to be received in the transaction and who wish to sell or otherwise transfer such shares may revoke their election prior to and in connection with selling or transferring such shares. No revocations will be accepted or effected after the election revocation deadline.
A holder of shares of Infinera’s common stock that are the subject of an election that has not been properly and timely revoked will no longer be able to sell or transfer such shares following the election revocation deadline, and the holder will be entitled to receive the applicable merger consideration with respect to such shares upon completion of the transaction.
Infinera stockholders of record may, at any time prior to the election revocation deadline, revoke a previously made election prior to and in connection with selling or transferring their shares by delivery of a notice of withdrawal to the exchange agent Computershare Trust Company N.A. at the applicable address.
A revocation will be valid only if a properly completed and signed Notice of Withdrawal is received by the exchange agent by the election revocation deadline.
Infinera stockholders who hold shares through a bank, broker or other nominee may be subject to an earlier deadline for revoking elections, and should contact their bank, broker or other nominee for assistance revoking an election in connection with selling or transferring such shares.
If an Infinera stockholder validly revokes a previously made election prior to the election revocation deadline (or any earlier deadline applicable to the stockholder), that stockholder will be deemed to have elected to have those shares converted into the right to receive $6.65 per share in cash, without interest.
The aggregate merger consideration payable by Nokia is subject to proration as described in the proxy statement/prospectus filed with the US Securities and Exchange Commission by Infinera and Nokia in connection with the transaction. Infinera and Nokia intend only to announce the results of stockholder elections and required proration, if any, in connection with the closing of the transaction.
Infinera stockholders of record who wish to request election revocation materials, including a Notice of Withdrawal, should contact Sodali & Co at (800) 662-5200 (for registered holders of Infinera common stock) or (203) 658-9400 (for banks and brokers), or by email at INFN@investor.sodali.com. Infinera stockholders who hold shares through a bank, broker or other nominee should contact their bank, broker or other nominee for assistance revoking an election.
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