Ciena's $769M bid for the Metro Ethernet Group stands; Ericsson closes its purchase of GSM assets

December 3, 2009

3 Min Read

TORONTO -- Nortel* Networks Corporation [OTC: NRTLQ] announced that at a joint hearing today it, its principal operating subsidiary Nortel Networks Limited (NNL), and certain of its other subsidiaries including Nortel Networks Inc. (NNI) obtained orders from the United States Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice approving the asset sale agreement with Ciena Corporation (Ciena) for the sale of Nortel's North American, Caribbean and Latin American and Asian Optical Networking and Carrier Ethernet businesses. Certain other Nortel subsidiaries, including Nortel Networks U.K. Limited (in administration), have entered into a separate asset sale agreement with Ciena for the Europe, Middle East and Africa portion of Nortel's Optical Networking and Carrier Ethernet businesses. Under the agreements, Ciena will pay an aggregate purchase price of US$530 million in cash plus US$239 million principal amount of convertible notes due June 2017.

As announced on November 23, 2009, Ciena's purchase will include substantially all product platforms, patents and intellectual property that are predominantly used in the businesses, and provides for the transition of substantially all of Nortel's Optical Networking and Carrier Ethernet customer contracts to Ciena. The sale is subject to additional court approvals in France and Israel and certain regulatory approvals, information and consultation with employee representatives and/or employees in certain EMEA jurisdictions, other customary closing conditions and certain post-closing purchase price adjustments. Nortel will work diligently with Ciena with a target to close the sale in the first quarter of 2010, subject to the timing of obtaining other regulatory approvals.

Nortel also announced that at the joint hearing, it, NNL, and certain of its other subsidiaries including NNI obtained orders from the United States Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice approving the asset sale agreement for the sale of Nortel's North American GSM business to Telefonaktiebolaget LM Ericsson (Ericsson). Certain other Nortel subsidiaries, including Nortel Networks U.K. Limited (in administration) and Nortel Networks SA, have entered into a separate asset sale agreement with Kapsch Carrier Com AG (Kapsch) for the portion of Nortel's GSM business outside of North America and for Nortel's GSM-R business. Under the agreements, Ericsson and Kapsch will pay an aggregate purchase price of US$103 million in cash.

As announced on November 25, 2009, Ericsson will purchase assets relating to the North American GSM business and Kapsch will purchase assets relating to the EMEA and Taiwan GSM businesses. Kapsch will also purchase the assets of the GSM-R business. Ericsson and Kapsch will assume the relevant customer contracts in their specified regions as well as the products, specified patents predominantly used in the GSM/GSM-R business and non-exclusive licenses of other relevant patents. The sale is subject to additional court approvals in France and certain regulatory approval, information and consultation with employee representatives and/or employees in certain EMEA jurisdictions, other customary closing conditions and certain post-closing purchase price adjustments. Nortel will work diligently with Ericsson and Kapsch towards an expected sale close at the end of the first quarter of 2010, subject to the timing of obtaining regulatory approvals.

Nortel Networks Ltd.

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