ESPOO (dpa-AFX) - Nokia (NOK) agreed to acquire Infinera (INFN) in a
transaction valuing the company at $6.65 per share or an enterprise value of
US$2.3 billion, the companies said in a statement.

Nokia noted that the transaction represents a premium of 28% to Infinera's share
price at the close of 26 June 2024. 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.

For each Infinera share, Infinera shareholders will be able to elect to receive
either: $6.65 cash, 1.7896 Nokia shares or a combination of $4.66 in cash and
0.5355 Nokia shares for each Infinera share. All Nokia shares will be issued in
the form of American Depositary Shares.

The transaction is expected to be accretive to Nokia's comparable operating
profit and earnings per share in year 1 and to deliver more than 10% comparable
earnings per share accretion in 2027.

The combination is expected to deliver 200 million euros of net comparable
operating profit synergies by 2027.

Nokia expects one-time integration costs of about 200 million euros related to
the transaction.

It is targeted to close the deal 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.

In conjunction with the transaction, Nokia's Board has committed to increasing
and accelerating Nokia's on-going share buyback program to mitigate any dilution
from the equity component of the acquisition. This will be in addition to
Nokia's on-going 600 million euros buyback program.

INFN closed Thursday's regular trading at $5.26 up $0.08 or $1.54%. In the
after-hours trading the stock further gained $0.95 or 18.06%.



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