INFN

July 1, 2024
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Kuehn Law, PLLC, a shareholder litigation law firm, is investigating potential claims related to the proposed merger between the below listed companies.  Kuehn Law may seek additional disclosures or other relief on behalf of the shareholders of the company being acquired.  

Kuehn Law is investigating whether the Board of Directors of the target company:

1) acted to maximize shareholder value,
2) failed to disclose material information, and
3) conducted a fair process:  
Infinera Corporation has agreed to be acquired by Nokia. Under the terms of the agreement, for each Infinera share, Infinera shareholders can choose to receive either: 1) $6.65 cash, 2) 1.7896 Nokia shares, or 3) a combination of $4.66 in cash and 0.5355 Nokia shares for each Infinera share.

Nokia to Acquire Infinera in $2.3 Billion Deal to Expand Optical Network

Nokia announced on Thursday that it will acquire Infinera Corp in a transaction valued at $2.3 billion. This acquisition aims to bolster Nokia's optical network business, particularly in North America.
As a result, Infinera's shares jumped by nearly 22%.
The purchase price of $6.65 per share represents a 26.4% premium over Infinera's closing price of $5.26 on Thursday.
Nokia will provide at least 70% of the payment in cash. Infinera's shareholders have the option to receive up to 30% of the total payment in Nokia's American Depositary Shares, according to a statement from both companies.
This deal is projected to positively impact Nokia's comparable earnings per share within the first year after completion and is expected to boost profits by over 10% by 2027.
Infinera, based in San Jose, California, specializes in optical semiconductors and networking equipment for both fixed line and mobile telecommunications networks.

Notice to Shareholders

As shareholders, it's essential to understand the fiduciary duties of the Board of Directors.

These duties ensure the Board acts in the best interest of the company and its shareholders.

Directors' Fiduciary Duties

1. Duty of Care

Diligence: Make informed decisions by thoroughly reviewing information.
Active Participation: Regularly attend and engage in board meetings.
Expert Advice: Seek expert opinions when necessary.

2. Duty of Loyalty

Avoid Conflicts of Interest: Prioritize the company's interests over personal gain.

Self-Dealing: Do not use the position for personal benefit.

Confidentiality: Maintain the confidentiality of company information.

3. Duty of Good Faith

Honesty: Act with integrity in all decisions.
Best Interests: Ensure actions are in the best interest of the company and shareholders.
Fairness: Treat all shareholders fairly and equally.

Your awareness and understanding of these duties are crucial in ensuring the Board acts responsibly and in the best interest of all shareholders.