Nokia Oyj (HLSE:NOKIA) entered into a definitive agreement to acquire Infinera Corporation (NasdaqGS:INFN) 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.

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, regulatory approvals including antitrust, CFIUS and other foreign direct investment approvals and other customary closing conditions. 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.

PJT Partners served as financial advisor to Nokia. Skadden, Arps, Slate, Meagher & Flom LLP and Roschier, Attorneys Ltd served as legal advisors. Centerview Partners LLC is acting as exclusive financial advisor to Infinera. Wilson Sonsini Goodrich & Rosati, Professional Corporation served as legal advisor.