On Friday, Nokia (HE:NOKIA)'s Board of Directors decided to proceed with a directed share issue of 150 million new shares at no cost to the company itself. These shares are part of a strategic move to fulfill obligations under the merger agreement with Infinera (NASDAQ:INFN) Corporation. The registration of the new shares in the trade register is anticipated to take place on November 25, 2024, with their addition to the Euroclear Finland Oy system expected on the same date. Following the registration, the total number of Nokia shares will reach 5,763,496,565.
The shares will remain in Nokia's possession until the planned merger with Infinera is executed. Trading of the new shares on Nasdaq Helsinki is estimated to commence on November 26, 2024, and on Euronext (EPA:ENX) Paris around November 27, 2024. Euronext Paris will issue a separate announcement once it approves the new shares for trading.
Furthermore, Nokia's Board has resolved to carry out a targeted share issue of up to 150 million shares to cover the obligations to Infinera Corporation's shareholders upon the merger's completion, which is expected in the first half of 2025. This issue is contingent on the merger's execution, and the subscription price will be the closing price of Nokia's shares (NOKIA) on Nasdaq Helsinki on the day the merger is finalized. The shares will be delivered to Infinera's shareholders entitled to Nokia shares in the form of American Depositary Shares.
In the event that the newly issued shares are not required to meet the obligations under the merger agreement, the Board has decided on a directed share issue of an equivalent number of shares to participants in Nokia and Infinera's stock reward programs. These include Nokia's long-term stock reward programs for 2021–2023 and 2024–2026, the Nokia employee share savings program for 2024–2026, and Infinera Corporation's 2016 stock reward program, which Nokia will assume following the merger's completion. The merger's successful conclusion is a prerequisite for Nokia taking responsibility for Infinera's stock reward program. Each share delivery and corresponding change in the number of own shares will be announced separately through a stock exchange release. The decisions on the share issues are based on the authorization granted to the Board by the Annual General Meeting on April 3, 2024.
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