Exhibit 99.1
FOR IMMEDIATE RELEASE
Infinera Reminds Infinera Stockholders of Deadline for Infinera Stockholders to Elect Form of Merger Consideration
SAN JOSE, CALIFORNIA, September 25, 2024 – Infinera Corporation (NASDAQ: INFN) (“Infinera”) today reminded Infinera stockholders of the upcoming deadline to elect the form of merger consideration that they wish to receive in the pending acquisition of Infinera by Nokia Corporation (“Nokia”) (the “Transaction”). This deadline is 5:00 p.m. New York City time on September 30, 2024 (the “Election Deadline”), which is the business day immediately prior to the special meeting of Infinera stockholders to be held in connection with the Transaction. No elections will be permitted after the Election Deadline.
Infinera stockholders of record wishing to make an election as to the form of consideration they wish to receive must deliver a properly completed and executed election form, together with all required documents and materials, to Computershare Trust Company, N.A. (the “Exchange Agent”) by the Election Deadline. An election will be valid only if a properly completed and signed election form, together with all required documents and materials set forth in the Election Form and the instructions thereto, is received by the Exchange Agent by the Election Deadline.
Infinera stockholders who hold shares through a bank, broker or other nominee will receive the election form through their bank, broker, or other nominee. Infinera stockholders who hold shares through a bank, broker or other nominee may be subject to an earlier election deadline and must carefully review and properly complete any election materials that they receive from their bank, broker or other nominee regarding how to make an election.
Infinera stockholders who, with respect to some or all of their shares of Infinera common stock, do not deliver a properly completed and executed election form, together with all required documents and materials, to the Exchange Agent by the Election Deadline (or, if applicable, to their bank, broker or other nominee by the deadline set by such bank, broker or other nominee) will be deemed to have elected to have those shares converted into the right to receive $6.65 per share in cash, without interest.
Infinera stockholders who do not make a valid election by the Election Deadline may still vote their shares at the special meeting of Infinera stockholders to be held in connection with the Transaction, which will be held 10 a.m., Pacific Time, on October 1, 2024, as long they owned those shares as of the close of business on August 14, 2024.
The aggregate merger consideration payable by Nokia is subject to proration as described in the Proxy Statement/Prospectus and the Election Form publicly filed by Infinera and Nokia in connection with the Transaction. Infinera and Nokia intend only to announce the results of stockholder elections and required proration, if any, in connection with the closing of the Transaction.
Infinera stockholders who have made an election with respect to some or all of their shares of Infinera common stock may still sell or transfer those shares, whether before or after the Election Deadline. To do so, they will need to revoke their election prior to and in connection with selling or transferring those shares. If no subsequent election is properly made in respect of those shares prior to the Election Deadline, or if the revocation occurs after the Election Deadline, the holder will be deemed to have elected to have those shares converted into the right to receive $6.65 per share in cash, without interest. No election may be revoked after the Election Deadline, except in connection with the sale or transfer of the applicable shares. Infinera stockholders who wish to revoke an election in respect of their shares of Infinera common stock after the Election Deadline in connection with a sale or transfer of those shares must revoke such election at least five business days prior to the closing of the Transaction for the revocation to be effective. Infinera stockholders who hold shares through a bank, broker or other nominee will need to contact their bank, broker or other nominee to process their revocation.
