On Friday, Nokia (HE:NOKIA)'s Board of Directors announced a directed share issuance as part of the steps to fulfill the company's obligations under the Merger Agreement with Infinera (NASDAQ:INFN) Corporation. The Finnish telecommunications company resolved to issue 150 million new shares without consideration to itself. These shares are intended to satisfy Nokia's commitments once the merger with Infinera is completed.
The new shares are expected to be registered with the Finnish Trade Register around 25 November 2024 and entered into the book-entry system maintained by Euroclear Finland Ltd on the same date. Following this registration, the total number of Nokia shares will be 5,763,496,565. The shares will remain in Nokia's treasury pending the completion of the merger and are slated to be admitted to trading on Nasdaq Helsinki on 26 November 2024, and on Euronext (EPA:ENX) Paris on 27 November 2024.
Additionally, Nokia's Board has decided on a directed issuance of up to 150 million Nokia shares from its treasury to meet its commitments to Infinera shareholders as part of the merger terms. The completion of the merger is anticipated in the first half of 2025, and the subscription price for the Nokia shares will be based on the closing price on Nasdaq Helsinki on the merger completion date. These shares will be delivered to Infinera shareholders in the form of American Depositary Shares by Nokia's Exchange Agent.
Should there be any surplus shares from the issuance not required for the merger obligations, Nokia has resolved to direct them without consideration to participants of Nokia's and Infinera's equity programs. These include Nokia's Long-Term Incentive (LTI) Plans for 2021-2023 and 2024-2026, the Nokia Employee Share Purchase Plan for 2024-2026, and the 2016 Equity Incentive Plan of Infinera Corporation, which Nokia will assume following the merger.
The share issuance resolutions are in line with the authorization provided by Nokia's Annual General Meeting held on 3 April 2024. Nokia is known for its innovation in B2B technology, with a focus on developing networks that are capable of sensing, thinking, and acting, supported by the research from Nokia Bell Labs. The company's networks are designed to be open and high-performing, catering to service providers, enterprises, and partners globally.
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