Latest news with #ComputershareTrustCompany
National Post
6 days ago
- Business
- National Post
Pembina Pipeline Corporation Announces Successful Completion of Consent and Proxy Solicitation for 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1
Article content CALGARY, Alberta — Pembina Pipeline Corporation ('Pembina' or the 'Company') (TSX: PPL; NYSE: PBA) is pleased to announce the completion of its previously announced solicitation of written consents and proxies (the 'Solicitation') from holders (the 'Series 1 Noteholders') of Pembina's 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 1 due January 25, 2081 (the 'Series 1 Notes'). The Solicitation received strong support and the Extraordinary Resolution (as defined below) was approved by Series 1 Noteholders. Article content As previously announced, pursuant to the Solicitation, the Series 1 Noteholders were asked to consider and, if deemed advisable, pass an extraordinary resolution (the 'Extraordinary Resolution') to approve certain proposed amendments (the 'Proposed Amendments') to the indenture dated January 25, 2021 (the 'Series 1 Note Indenture') between Pembina, as issuer, and Computershare Trust Company of Canada, as trustee (the 'Trustee'), and to authorize Pembina, at its option, and the Trustee to enter into a supplemental indenture (the 'Supplemental Indenture'), pursuant to which the Proposed Amendments will be implemented. The Proposed Amendments provide for, among other things, the exchange of all of the outstanding Series 1 Notes for an equal principal amount of 4.80% Fixed-to-Fixed Rate Subordinated Notes, Series 3 of the Company due January 25, 2081 (the 'Series 3 Notes'). Article content Article content The deadline for the submission of written consents by Series 1 Noteholders expired at 5:00 p.m. (Calgary time) on July 22, 2025 (the 'Written Consent Deadline'). In order to pass, the Extraordinary Resolution required the written consent of the registered holders of not less than 66 2/3% of the aggregate principal amount of the outstanding Series 1 Notes. As at the Written Consent Deadline, Series 1 Noteholders representing in excess of 66 2/3% of the aggregate principal amount of outstanding Series 1 Notes consented to the Extraordinary Resolution. As a result, Pembina and the Trustee will promptly execute the Supplemental Indenture pursuant to which the Proposed Amendments will become effective and all of the outstanding Series 1 Notes will be exchanged for an equal principal amount of Series 3 Notes. Article content As a result of the Extraordinary Resolution being passed by written consent of the Series 1 Noteholders prior to the Written Consent Deadline, the meeting of the Series 1 Noteholders that was previously scheduled for 12:15 p.m. (Calgary time) on July 28, 2025 is cancelled. Article content The full text of the Extraordinary Resolution and additional details in respect of the Solicitation, the Proposed Amendments and the Series 3 Notes are more fully described in the consent and proxy solicitation statement of Pembina dated June 30, 2025 (the 'Consent and Proxy Solicitation Statement'). A copy of the Consent and Proxy Solicitation Statement is available under the Company's SEDAR+ profile at Article content About Pembina Article content Pembina Pipeline Corporation is a leading energy transportation and midstream service provider that has served North America's energy industry for more than 70 years. Pembina owns an extensive network of strategically-located assets, including hydrocarbon liquids and natural gas pipelines, gas gathering and processing facilities, oil and natural gas liquids infrastructure and logistics services, and an export terminals business. Through our integrated value chain, we seek to provide safe and reliable energy solutions that connect producers and consumers across the world, support a more sustainable future and benefit our customers, investors, employees and communities. For more information, please visit Article content Purpose of Pembina: We deliver extraordinary energy solutions so the world can thrive. Article content Pembina is structured into three Divisions: Pipelines Division, Facilities Division and Marketing & New Ventures Division. Article content Pembina's common shares trade on the Toronto and New York stock exchanges under PPL and PBA, respectively. For more information, visit Article content Disclaimer Article content This news release does not constitute an offer to sell or the solicitation of an offer to buy the Series 1 Notes or any other securities in any jurisdiction. The Consent and Proxy Solicitation Statement does not constitute a solicitation of consents or proxies in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities laws. The Series 3 Notes have not been approved or disapproved by any regulatory authority. The Series 3 Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities law, and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons except in transactions exempt from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws. Article content Forward-Looking Information and Statements Article content This news release contains certain forward-looking statements and forward-looking information (collectively, 'forward-looking statements'), including forward-looking statements within the meaning of the 'safe harbor' provisions of applicable securities legislation that are based on Pembina's current expectations, estimates, projections and assumptions in light of its experience and its perception of historical trends. In some cases, forward-looking statements can be identified by terminology such as 'expect', 'intend', 'will', 'shall', and similar expressions suggesting future events or future performance. Article content In particular, this news release contains forward-looking statements relating to the expected timing and effect of the execution of the Supplemental Indenture and the implementation of the Proposed Amendments; the exchange of Series 1 Notes for Series 3 Notes; and the creation and issuance of the Series 3 Notes and the terms thereof. Article content These forward-looking statements are based on certain assumptions that Pembina has made in respect thereof as at the date of this news release, including: the expected impact of the Proposed Amendment and the exchange of Series 1 Notes for Series 3 Notes on the credit ratings in respect of Pembina and its securities; and certain other assumptions in respect of Pembina's forward-looking statements detailed in Pembina's Annual Information Form for the year ended December 31, 2024 (the 'AIF') and Management's Discussion and Analysis for the year ended December 31, 2024 (the 'Annual MD&A'), which were each filed on SEDAR+ on February 27, 2025, in Pembina's Management's Discussion and Analysis for the three months ended March 31, 2025 (the 'Interim MD&A'), which was filed on SEDAR+ on May 8, 2025, and from time to time in Pembina's public disclosure documents available at Article content Article content , Article content Article content and through Pembina's website at Article content Article content . Article content These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties, including, but not limited to: the impacts of a changing risk profile and possible subjection to, or continuation of, a credit rating review, which may result in a downgrade or negative outlook being assigned to Pembina or its securities, including the Series 1 Notes and the Series 3 Notes; and certain other risks and uncertainties detailed in the AIF, Annual MD&A, Interim MD&A and from time to time in Pembina's public disclosure documents available at Article content Article content , Article content Article content and through Pembina's website at Article content . Article content Article content Article content Article content Article content Contacts
Business Wire
03-07-2025
- Business
- Business Wire
Greenidge Generation Announces Early Results of Cash Tender Offer and Exchange Offer for Senior Notes Due 2026
PITTSFORD, N.Y.--(BUSINESS WIRE)--Greenidge Generation Holdings Inc. (Nasdaq: GREE) ('Greenidge' or the 'Company'), a vertically integrated cryptocurrency datacenter and power generation company, today announced the early results of its previously announced concurrent tender and exchange offers (collectively, the 'Tender/Exchange Offer' or the 'Offer') to exchange or to purchase, at the election of each holder, its outstanding 8.5% Senior Notes due 2026 (the 'Old Notes') as set forth in the Offer to Purchase/Exchange, dated as of June 17, 2025 (as amended or supplemented from time to time, the 'Offer to Purchase/Exchange'), which trade on the Nasdaq Global Select Market ('Nasdaq') under the symbol 'GREEL,' and an increase in the Cash Payment Limit for the Tender Option (as those terms are defined in the Offer to Purchase/Exchange) from $3,000,000 to $3,204,477, representing an additional acceptance of less than 1% of the principal amount of the Old Notes outstanding. According to the information provided to Greenidge by Computershare Trust Company, N.A., the exchange agent in connection with the Offer, the following aggregate principal amount of the Old Notes set forth in the table below was validly tendered pursuant to the Tender Option (as defined in the Offer to Purchase/Exchange) and not properly withdrawn as of 5:00 p.m., New York City time, on July 2, 2025 (the 'Early Tender Date') for cash in an amount equal to $9.00 for each $25.00 principal amount of Old Notes tendered, subject to a $3,204,477 cash payment limit: According to the information provided to Greenidge by Computershare Trust Company, N.A., the exchange agent in connection with the Offer, an aggregate principal amount of $1,373,475 of Old Notes have been validly tendered and not properly withdrawn pursuant to the Exchange Option (as defined in the Offer to Purchase/Exchange) as of the Early Tender Date. Although the Tender/Exchange Offer is scheduled to expire at 12:01 a.m., New York City time, on July 18, 2025 (the 'Expiration Date'), because the aggregate purchase price of the Old Notes validly tendered pursuant to the Tender Option and not properly withdrawn as of the Early Tender Date exceeded the Cash Payment Limit, the Company does not expect to accept for purchase any Old Notes that are tendered pursuant to the Tender Option after the Early Tender Date and before the Expiration Date. However, holders of Old Notes may still tender pursuant to the Exchange Option (as defined in the Offer to Purchase/Exchange). Greenidge intends to take the position that the Old Notes and the New Notes constitute securities for U.S. federal income tax purposes and, accordingly, that consummation of exchanges of Old Notes for New Notes pursuant to the Exchange Offer likely qualifies as a tax-free recapitalization. In accordance with the terms of the Offer, Greenidge has elected to exercise its right to make payment for all Old Notes validly tendered pursuant to the Tender Option and not properly withdrawn at or prior to the Early Tender Date and that are accepted for purchase on July 9, 2025 (the 'Early Settlement Date'). For each $25.00 principal amount of Old Notes validly tendered and not properly withdrawn at or prior to the Early Tender Date pursuant to the Tender Option, eligible holders were eligible to receive $9.00 in cash plus accrued and unpaid interest up to, but not including, the Early Settlement Date. Greenidge is relying on Section 3(a)(9) of the Securities Act of 1933, as amended (the 'Securities Act'), to exempt the New Notes issued in the Exchange Option portion of the Tender/Exchange Offer from the registration requirements of the Securities Act. The Company is also relying on Section 18(b)(4)(C) of the Securities Act to exempt the New Notes issued in the Exchange Option portion of the Tender/Exchange Offer from the registration and qualification requirements of state securities laws. The Company has no contract, arrangement or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the Tender/Exchange Offer. Information Relating to the Tender/Exchange Offer The complete terms and conditions of the Tender/Exchange Offer are set forth in the Offer to Purchase, dated June 16, 2025 (as it may be amended or supplemented from time to time, the 'Offer to Purchase'), which sets forth a detailed description of the Tender/Exchange Offer. Greenidge refers investors to the Offer to Purchase for the complete terms and conditions of the Tender/Exchange Offer. Investors with questions regarding the terms and conditions of the Tender/Exchange Offer may contact our information agent as follows: D.F. KING & CO., INC. Banks and Brokers call: (212) 434-0035 Toll free: (800) 669-5550 Email: GREE@ About Greenidge Generation Holdings Inc. Greenidge Generation Holdings Inc. (Nasdaq: GREE) is a vertically integrated power generation company, focusing on cryptocurrency mining, infrastructure development, engineering, procurement, construction management, operations and maintenance of sites. Forward-Looking Statements This press release includes certain statements that may constitute 'forward-looking statements.' All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect Greenidge's financial or operating results. These forward-looking statements may be identified by terms such as 'anticipate,' 'believe,' 'continue,' 'foresee,' 'expect,' 'intend,' 'plan,' 'may,' 'will,' 'would,' 'could,' and 'should,' and the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this press release include, among other things, statements regarding the business plan, business strategy and operations of Greenidge in the future. In addition, all statements that address operating performance and future performance, events or developments that are expected or anticipated to occur in the future are forward looking statements. Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described in Part I, Item 1A. 'Risk Factors' of Greenidge's Annual Report on Form 10-K for the year ended December 31, 2024, as may be amended from time to time, its subsequently filed Quarterly Reports on Form 10-Q and its other filings with the Securities and Exchange Commission. Consequently, all of the forward-looking statements made in this press release are qualified by the information contained under this caption. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements in this press release. You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, the actual results, performance, or achievements of Greenidge could differ materially from the results expressed in, or implied by, any forward-looking statements.
Yahoo
30-05-2025
- Business
- Yahoo
Athene Announces Redemption of All Outstanding Series C Preferred Stock and Related Depositary Shares
WEST DES MOINES, Iowa, May 30, 2025 (GLOBE NEWSWIRE) -- Athene Holding Ltd. ('Athene') today announced it will redeem all outstanding shares of its 6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preferred Stock, Series C (the 'Series C Preferred Stock'), and the corresponding depositary shares (CUSIP: 04686J 309; ISIN: US04686J3095) (the 'Depositary Shares'), each representing a 1/1,000th interest in a share of the Series C Preferred Stock. The Series C Preferred Stock will be redeemed on the upcoming dividend payment date on June 30, 2025 (the 'Redemption Date'). All 24,000,000 Depositary Shares currently outstanding will be redeemed on the Redemption Date. On and after the Redemption Date, no shares of Series C Preferred Stock or Depositary Shares will remain outstanding. The Depositary Shares will be redeemed at a redemption price of $25.00 per Depositary Share (equivalent to $25,000 per share of Series C Preferred Stock) (the 'Redemption Price'). The regular quarterly dividend on the Depositary Shares was separately declared and will be paid separately on June 30, 2025 to holders of record on June 15, 2025 for such dividend payment in the customary manner. Accordingly, the Redemption Price does not include any accrued and unpaid dividends. No further dividends will be declared or paid following the Redemption Date. Simultaneously with the redemption of the Series C Preferred Stock, the outstanding Depositary Shares will be redeemed on the Redemption Date in accordance with the applicable procedures of The Depository Trust Company ('DTC'), for an amount per Depositary Share equal to the Redemption Price. All Depositary Shares are held in book-entry form through DTC. Payment to DTC for the Depositary Shares will be made by Computershare Inc. and Computershare Trust Company, N.A., collectively, as redemption agent. The address for the redemption agent is as follows: Computershare Trust Company, Corporate Actions150 Royall MA 02021 Investors in the Depositary Shares should contact the bank or broker through which they hold a beneficial interest in the Depositary Shares for information about obtaining the Redemption Price for the shares of Depositary Shares in which they have a beneficial interest. About AtheneAthene is the leading retirement services company with over $380 billion of total assets as of March 31, 2025, and operations in the United States, Bermuda, Canada, and Japan. Athene is focused on providing financial security to individuals by offering an attractive suite of retirement income and savings products and also serves as a solutions provider to corporations. Forward-Looking StatementsThis press release contains, and certain oral statements made by Athene's representatives from time to time may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to risks, uncertainties and assumptions that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements. These statements are based on the beliefs and assumptions of Athene's management and the management of Athene's subsidiaries. Generally, forward-looking statements include actions, events, results, strategies and expectations and are often identifiable by use of the words 'believes,' 'expects,' 'intends,' 'anticipates,' 'plans,' 'seeks,' 'estimates,' 'projects,' 'may,' 'will,' 'could,' 'might,' 'should,' or 'continues' or similar expressions. Forward-looking statements within this press release include, but are not limited to, statements regarding future growth prospects and financial performance. Although Athene management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. For a discussion of other risks and uncertainties related to Athene's forward-looking statements, see its annual report on Form 10-K for the year ended December 31, 2024, which can be found at the SEC's website All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Athene does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Media ContactJeanne HessVP, External Relations+1 646 768 in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
14-05-2025
- Business
- Business Wire
Customers Bancorp, Inc. Announces Full Redemption of Series E Preferred Stock
WEST READING, Pa.--(BUSINESS WIRE)--Customers Bancorp, Inc. (NYSE: CUBI) is redeeming, in whole, all 2,300,000 shares ($57.5 million) of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E (ticker 'CUBIPrE') (the 'Series E Preferred Stock') which had a current declared dividend rate of 9.70%. The redemption date for the Series E Preferred Stock Shares is June 16, 2025 (the 'Series E Redemption Date'). The cash redemption price, payable on the Series E Redemption Date, for each share of Series E Preferred Stock, will equal $25. Because the redemption date is also a dividend payment date for the Series E Preferred Stock, the redemption price does not include declared and unpaid dividends. Holders of record on May 31, 2025, as declared by Customers Bancorp's board of directors on April 23, 2025, will separately receive the regular quarterly dividend of $0.61304235 per share due on the Series E Redemption Date. The redemption announced today is consistent with Customers Bancorp's ongoing efforts to enhance the efficiency of its funding and capital structure. The redemption is expected to be accretive to earnings per share at an annualized rate of 12 cents per share. Customers Bancorp's book value per share as of March 31, 2025 was $54.85 and the May 13, 2025 stock price at close was $54.50. 'Our strong capital position and robust liquidity levels have positioned us to redeem this higher cost preferred stock to further optimize our capitalization and improve long-term profitability. This action, in conjunction with our deposit remix efforts, are significant steps in our on-going commitment to deliver shareholder value,' said Sam Sidhu, President of Customers Bancorp, Inc. and CEO of Customers Bank. After giving effect to the redemption, no shares of the Series E Preferred Stock will remain outstanding, and dividends will no longer accrue on such securities. Computershare Trust Company, N.A. ('Computershare') is the paying agent for the Series E Shares. The paying agent's address is Computershare Trust Company, Attn: Corporate Actions, 150 Royall Street, Canton, MA 02021. Questions relating to the notice of redemption and related materials should be directed to Computershare via telephone at 1-800-368-5948. For further information on the Series E Preferred Stock, please see the Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, at the following web address: Institutional Background Customers Bancorp, Inc. (NYSE:CUBI) is one of the nation's top-performing banking companies with over $22 billion in assets making it one of the 80 largest bank holding companies in the U.S. Customers Bank's commercial and consumer clients benefit from a full suite of technology-enabled tailored product experiences delivered by best-in-class customer service distinguished by a Single Point of Contact approach. In addition to traditional lines such as C&I lending, commercial real estate lending and multifamily lending, Customers Bank also provides a number of national corporate banking services to specialized lending clients. Major accolades include: No. 1 on American Banker 2024 list of top-performing banks with $10B to $50B in assets No. 72 out of the 100 largest publicly traded banks in 2025 Forbes Best Banks list 2024 Inc. Magazine Best in Business List in Financial Services Category Net Promoter Score of 73 compared to industry average of 41 A member of the Federal Reserve System with deposits insured by the Federal Deposit Insurance Corporation, Customers Bank is an equal opportunity lender.
Associated Press
18-02-2025
- Business
- Associated Press
Infinera Announces Anticipated Closing Date of Acquisition by Nokia and Deadline for Infinera Stockholders to Revoke Election of Merger Consideration
SAN JOSE, Calif., Feb. 18, 2025 (GLOBE NEWSWIRE) -- Infinera Corporation (NASDAQ: INFN) ('Infinera') today announced that its pending acquisition (the 'Transaction') by Nokia Corporation ('Nokia') is anticipated to be completed on or about February 28, 2025, which date remains subject to receipt of remaining outstanding regulatory approvals and the satisfaction of other remaining customary closing conditions. Based on the anticipated February 28, 2025 completion date, Infinera today also announced that the deadline to revoke a previously made election with respect to the form of merger consideration to be received in the Transaction is 5:00 p.m., New York City time, on February 21, 2025 (the 'Election Revocation Deadline'). In the event that the anticipated completion date is delayed, Infinera will communicate an updated Election Revocation Deadline. Holders of shares of Infinera's common stock who have made a valid election with respect to the form of merger consideration to be received in the Transaction and who wish to sell or otherwise transfer such shares may revoke their election prior to and in connection with selling or transferring such shares. No revocations will be accepted or effected after the Election Revocation Deadline. A holder of shares of Infinera's common stock that are the subject of an election that has not been properly and timely revoked will no longer be able to sell or transfer such shares following the Election Revocation Deadline, and the holder will be entitled to receive the applicable merger consideration with respect to such shares upon completion of the Transaction. Infinera stockholders of record may, at any time prior to the Election Revocation Deadline, revoke a previously made election prior to and in connection with selling or transferring their shares by delivery of a notice of withdrawal (a 'Notice of Withdrawal') to Computershare Trust Company, N.A. (the 'Exchange Agent') at the applicable address set forth below: If delivering by U.S. mail: If delivering by courier: Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43014 Providence, RI 02940-3014 Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite 101 Canton, MA 02021 A revocation will be valid only if a properly completed and signed Notice of Withdrawal is received by the Exchange Agent by the Election Revocation Deadline. Infinera stockholders who hold shares through a bank, broker or other nominee may be subject to an earlier deadline for revoking elections, and should contact their bank, broker or other nominee for assistance revoking an election in connection with selling or transferring such shares. If an Infinera stockholder validly revokes a previously made election prior to the Election Revocation Deadline (or any earlier deadline applicable to the stockholder), that stockholder will be deemed to have elected to have those shares converted into the right to receive $6.65 per share in cash, without interest. The aggregate merger consideration payable by Nokia is subject to proration as described in the Proxy Statement/Prospectus (the 'Proxy Statement/Prospectus') filed with the U.S. Securities and Exchange Commission 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 of record who wish to request election revocation materials, including a Notice of Withdrawal, should contact Sodali & Co at (800) 662-5200 (for registered holders of Infinera common stock) or (203) 658-9400 (for banks and brokers), or by email at [email protected]. Infinera stockholders who hold shares through a bank, broker or other nominee should contact their bank, broker or other nominee for assistance revoking an election. Infinera stockholders should carefully read the Proxy Statement/Prospectus and all election and election revocation materials provided to them or filed by Infinera or Nokia in connection with the Transaction before revoking an election. About Infinera Infinera is a global supplier of innovative open optical networking solutions and advanced optical semiconductors that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. Infinera solutions deliver industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. To learn more about Infinera, visit follow us on X and LinkedIn, and subscribe for updates. No Offer or Solicitation This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, and there will not be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933. Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this communication may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially. Statements in this communication that are forward-looking may include statements regarding the anticipated closing of the Transaction and related matters. Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, in addition to those identified above, include: (1) the possibility that the conditions to the closing of the Transaction are not satisfied, including the risk that required regulatory approvals to consummate the Transaction are not obtained, on a timely basis or at all; (2) the occurrence of any event, change or other circumstance that could give rise to a right to terminate the Transaction; (3) possible disruption related to the Transaction to the current plans, operations and business relationships of Nokia and Infinera, including through the loss of customers and employees; (4) the amount of the costs, fees, expenses and other charges incurred by Nokia and Infinera related to the Transaction; (5) the possibility that the stock prices of Nokia or Infinera could fluctuate during the pendency of the Transaction and may decline if the Transaction is not completed; (6) for both Nokia and Infinera, the possible diversion of management's time and attention from ongoing business operations and opportunities; (7) the response of competitors and other market participants to the Transaction; (8) potential litigation relating to the Transaction; (9) uncertainty as to the timing of completion of the Transaction and the ability of each party to consummate the Transaction; and (10) the other risks and uncertainties detailed in the periodic reports that Nokia and Infinera file with the SEC. All forward-looking statements in this communication are based on information available to Infinera as of the date of this communication, and, except as required by law, Infinera does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made. Contacts
