Ciena is a US-based provider of communication network infrastructure, associated software and professional services, while Nortel Networks is a Canada-based provider of networking products and solutions.

Ciena has agreed to pay $530 million in cash and issue $239 million in aggregate principal amount of 6% senior convertible notes due 2017 for a total consideration of $769 million.

A motion to approve Ciena as the acquirer will be heard by bankruptcy courts in the US and Canada on December 2, 2009. The assets to be acquired generated approximately $1,360 million in revenue for Nortel Networks in 2008. The transaction is expected to close in the first quarter of 2010.

Update on November 9, 2009:

Ciena has received regulatory clearances regarding its proposed acquisition of substantially all of the optical networking and carrier Ethernet assets of Nortel Networks' MEN business.

In the US, Ciena has granted early termination of the antitrust waiting period under the Hart-Scott-Rodino Act. In addition, Ciena also has received from the Canadian Competition Bureau a no action letter, terminating the applicable waiting period for the proposed transaction under the competition act.

Announcement (October 5, 2009):

Ciena is planning to acquire substantially all of the optical networking and carrier Ethernet assets of Nortel Networks' MEN business.

Rumor (March 13, 2009):

According to Bloomberg, Ciena is planning to acquire MEN unit of Nortel Networks for about $300 million. Reportedly, Lazard, Ltd. is acting as financial advisor on the sale to Nortel's assets.

Hogan & Hartson LLP is acting as legal advisor to Ciena Corporation.

Deal Value (US$ Million) 769
Deal Type                Acquisition
Sub-Category             Asset Purchase
Deal Status              Announced: 2009-10-05

Deal Participants

Target (Company)   Nortel Networks Corporation - Optical Networking and Carrier Ethernet Assets
Acquirer (Company) Ciena Corporation
Vendor (Company)   Nortel Networks Corporation

Deal Rationale

The transaction would enable Ciena to enhance its product portfolio with products that carriers can use to transmit video and other internet traffic within cities. These optical and carrier ethernet assets bring technologies, talent and scale that will accelerate Ciena's current strategy to deliver innovative network solutions to customers worldwide. The acquisition will bring together complementary technologies in switching and transport to create an innovative powerhouse with the scale to challenge the industry status quo and offer customers a practical path for transitioning to automated, optical ethernet-based networking.

Nortel has been auctioning off assets since January, when it filed for bankruptcy protection.

"Nokia Siemens Networks believes that its final offer represented fair value for the assets, and further bidding could not be financially justified," the company said.

News agency Reuters said today, citing knowledgeable sources, that the Finnish-German joint venture was trumped in the auction by US sector player Ciena Corp (NASDAQ: CIEN), which will reportedly buy Nortel's assets for USD769m after it made a stalking-horse offer.

(EUR1 = USD1.5)

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Avaya is a US-based provider of communication systems, applications and services, while Nortel is a Canada-based provider of networking products and solutions.

Update on November 11, 2009:

Avaya has granted early termination of the antitrust waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the proposed acquisition of Nortel's global enterprise solutions business.

Update on September 16, 2009:

Avaya has received an approval from the United States Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice to acquire substantially all the assets of Nortel's global enterprise solutions business.

Update on September 14, 2009:

Avaya has won the bid to acquire substantially all the assets of Nortel Networks Corporation's global enterprise solutions business as well as the shares of Nortel Government Solutions Incorporated and DiamondWare, Ltd. for $900 million in cash, with an additional pool of $15 million reserved for an employee retention program.

Announcement (July 20, 2009):

Avaya has signed an agreement to acquire Nortel's enterprise solutions business for $475 million.

The proposed acquisition includes the Nortel's enterprise solutions voice, data, and government systems businesses.

Rumor (March 12, 2009):

According to Bloomberg, The Wall Street Journal reported that Avaya along with a private equity consortium is planning to acquire the enterprise unit of Nortel.

Reportedly, Siemens Enterprise Communications and Gores Group LLC, a private-equity firm, are also interested in acquiring the enterprise unit of Nortel.

Nortel had filed for bankruptcy protection in January 2009. The company is planning to sell its core wireless-equipment business and its enterprise unit.

Citigroup and Duff & Phelps, LLC are acting as financial advisors, while Weil, Gotshal & Manges LLP and Ropes & Gray LLP are acting as legal advisors to Avaya.

Deal Value (US$ Million) 475
Deal Type                Acquisition
Sub-Category             Asset Purchase
Deal Status              Announced: 2009-07-20

Deal Participants

Target (Company)   Nortel Networks Corporation - Enterprise Solutions Business
Acquirer (Company) Avaya, Inc.
Vendor (Company)   Nortel Networks Corporation

Deal Rationale

Avaya believes the agreement is a significant step in strengthening its business communications and positioning the company to effectively deliver its enterprise communications solutions to customers around the globe. The addition of Nortel's enterprise solutions will increase Avaya's global scale, expand its channel partner network, and strengthen its portfolio of products and services.

Under the terms of the sale, Nortel will provide transitional services to Ericsson, and Ericsson will provide products and services to Nortel in support of those CDMA customers remaining with Nortel.

Update on October 30, 2009:

Nortel has amended its previously announced asset sale agreement with Ericsson regarding the sale of substantially all of Nortel's CDMA business and LTE Access assets.

Under the amendment, Nortel and Ericsson have extended closing date to November 30, 2009. The parties expect to close the sale prior to such date. The parties agreed to the extension in order to allow more time for the satisfaction of closing conditions, including regulatory approvals.

Update on September 17, 2009:

The Canadian government has cleared the proposed sale of Nortel's CDMA business and LTE Access assets to Ericsson.

Update on July 28, 2009:

Ontario Superior Court of Justice and the United States Bankruptcy Court for the District of Delaware have approved the proposed sale of Nortel's CDMA business and LTE Access assets to Ericsson.

Announcement (July 25, 2009):

Ericsson has entered into an asset purchase agreement to acquire substantially all of CDMA business and LTE Access assets from Nortel for $1,130 million on a cash and debt free basis. The assets are the part of Nortel's Carrier Networks division in North America.

The agreement includes CDMA contracts with North American operators such as Verizon, Sprint, US Cellular, Bell Canada, and Leap, as well as LTE assets, certain patents and patent licenses relating to CDMA and LTE.

Rumor (July 23, 2009):

According to Reuters, Canada's The Globe and Mail reported that Ericsson has submitted a bid to acquire the enterprise solutions business (CDMA and LTE wireless technology businesses) of Nortel for $730 million.

Avaya, Inc. and Siemens Enterprise Communications GmbH & Co. KG are also in the race to acquire enterprise solutions business of Nortel Networks.

SEB Enskilda and Ernst & Young AG are acting as financial advisors, while Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Ericsson. Jefferies & Company, Inc. is acting as financial advisor to creditors of Nortel on this transaction.

Deal Value (US$ Million) 1130
Deal Type                Acquisition
Sub-Category             Asset Purchase
Deal Status              Completed: 2009-11-13

Deal Participants

Target (Company)   Nortel Networks Corporation - CDMA Business and LTE Access Assets
Acquirer (Company) Telefonaktiebolaget LM Ericsson
Vendor (Company)   Nortel Networks Corporation

Deal Rationale

The acquisition strengthens Ericsson's ability to serve North America's wireless operators in the evolution to LTE technology. The acquisition significantly expands Ericsson's footprint in North America, particularly as this region is emerging as an early adopter of LTE technology. The acquisition also provides Nortel's customers with a supplier for the future and also benefit from the continued support of Nortel's installed CDMA base and the migration path to LTE technology.