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F-4/A: Registration statement for securities issued by foreign private issuers in certain business combination transactions (Amendment)

SEC ·  Aug 16 18:09

Summary by Futu AI

Nokia Corporation is set to merge with Infinera Corporation, with the expected closure of the deal in the first half of 2025, pending stockholder approval and other closing conditions. Infinera will become a wholly owned subsidiary of Nokia post-merger. Infinera stockholders have the option to receive cash, Nokia shares, or a combination thereof, with the transaction offering a premium over Infinera's pre-announcement closing share price. The merger aims to bolster a global optical business with enhanced technology capabilities and vertical integration. Infinera's Board has recommended that its stockholders vote in favor of the merger. The deal is not dependent on financing, as Nokia plans to utilize its cash reserves for the cash portion of the transaction. Should...Show More
Nokia Corporation is set to merge with Infinera Corporation, with the expected closure of the deal in the first half of 2025, pending stockholder approval and other closing conditions. Infinera will become a wholly owned subsidiary of Nokia post-merger. Infinera stockholders have the option to receive cash, Nokia shares, or a combination thereof, with the transaction offering a premium over Infinera's pre-announcement closing share price. The merger aims to bolster a global optical business with enhanced technology capabilities and vertical integration. Infinera's Board has recommended that its stockholders vote in favor of the merger. The deal is not dependent on financing, as Nokia plans to utilize its cash reserves for the cash portion of the transaction. Should the merger not proceed, Infinera will continue to operate as an independent public entity. The merger is subject to various conditions, including regulatory approvals, and could be impacted by legal challenges or delays. The transaction may also influence Infinera's business relationships and could lead to unforeseen costs or fail to realize expected benefits. Infinera has hired Sodali & Co for proxy solicitation, and stockholders can vote on the merger and executive compensation related to the deal through various means or at the Special Meeting. A termination fee is also stipulated in the merger agreement, payable by Infinera to Nokia under certain conditions.

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