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6-K: Report of foreign private issuer (related to financial reporting)

SEC announcement ·  Jun 28 09:02
Summary by Moomoo AI
On June 27, 2024, Nokia Corporation (Nokia) entered into a definitive merger agreement with Infinera Corporation (Infinera) and Neptune of America Corporation (Merger Sub), a subsidiary of Nokia. The agreement stipulates that Merger Sub will merge with Infinera, with Infinera surviving as a wholly owned subsidiary of Nokia. The Board of Directors of both companies unanimously approved the merger agreement and recommended its adoption to their respective shareholders. The merger consideration includes options for Infinera's shareholders to receive cash, Nokia American Depositary Shares (ADSs), or a combination of both. The agreement also outlines provisions for equity treatment, including the conversion of Infinera's outstanding restricted stock units and performance-based vesting conditions. Regulatory approvals are required, including the expiration of the...Show More
On June 27, 2024, Nokia Corporation (Nokia) entered into a definitive merger agreement with Infinera Corporation (Infinera) and Neptune of America Corporation (Merger Sub), a subsidiary of Nokia. The agreement stipulates that Merger Sub will merge with Infinera, with Infinera surviving as a wholly owned subsidiary of Nokia. The Board of Directors of both companies unanimously approved the merger agreement and recommended its adoption to their respective shareholders. The merger consideration includes options for Infinera's shareholders to receive cash, Nokia American Depositary Shares (ADSs), or a combination of both. The agreement also outlines provisions for equity treatment, including the conversion of Infinera's outstanding restricted stock units and performance-based vesting conditions. Regulatory approvals are required, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the transaction is subject to customary closing conditions. The merger is expected to close by June 27, 2025, unless extended to December 27, 2025, under certain conditions. The announcement also includes details on the treatment of Infinera's existing debt and capped call transactions. The merger aims to enhance Nokia's position in the market by acquiring Infinera's assets and operations.

This announcement is a separate document:

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