On June 27, 2024, Infinera Corporation (“Infinera”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nokia Corporation (“Nokia”) and Neptune of America Corporation (“Merger Sub”). The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Infinera (the “Merger”), with Infinera surviving the Merger and becoming a wholly owned subsidiary, directly or indirectly, of Nokia.
On August 9, 2024, following informal discussions with the U.S. Department of Justice (the “DOJ”), Nokia informed the DOJ that, as of August 12, 2024, it will withdraw its Premerger Notification and Report Form for the Merger, which had been submitted under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”), to give the DOJ additional time to review the Merger. Nokia and Infinera originally filed their respective Premerger Notification and Report Forms on July 12, 2024. Nokia expects to refile its Premerger Notification and Report Form no later than August 14, 2024. If Nokia were to resubmit such form on August 14, 2024, the waiting period under the HSR Act would expire on September 13, 2024, at 11:59 p.m., New York City time, unless extended by a request for additional information.
Additional Information and Where to Find It; Participants in the Solicitation
On August 1, 2024, Nokia filed with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary registration statement on Form F-4 that includes a preliminary proxy statement of Infinera (such registration statement, the “Proxy Statement/Prospectus”). Promptly after the Proxy Statement/Prospectus is declared effective by the SEC, Infinera will mail the Proxy Statement/Prospectus and a WHITE proxy card to each stockholder entitled to vote at the special meeting of Infinera’s stockholders to consider the Merger. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SECURITY HOLDERS OF INFINERA AND NOKIA ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT INFINERA OR NOKIA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INFINERA, NOKIA AND THE MERGER. Detailed information regarding the names, affiliations and interests of individuals who are participants in the solicitation of proxies of Infinera’s stockholders is available in the Proxy Statement/Prospectus.
Stockholders may obtain, free of charge, the Proxy Statement/Prospectus, any amendments or supplements thereto, and any other relevant documents filed by Infinera or Nokia with the SEC in connection with the Merger at the SEC’s website (http://www.sec.gov). Copies of the Proxy Statement/Prospectus, any amendments or supplements thereto, and any other relevant documents filed by Infinera with the SEC in connection with the Merger will also be available, free of charge, at Infinera’s investor relations website (https://investors.infinera.com/), or by emailing Infinera’s investor relations department (apassi@infinera.com). Copies of the Proxy Statement/Prospectus, any amendments or supplements thereto, and any other relevant documents filed by Nokia with the SEC in connection with the Merger will also be available, free of charge, at Nokia’s investor relations website (https://www.nokia.com/about-us/investors/), or by emailing Nokia’s investor relations department (investor.relations@nokia.com).
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Merger and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, and there will not be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933.