TORONTO, ONTARIO -- (Marketwired) -- 06/20/13 -- Nortel(i) Networks Corporation (NNC) (OTCBB: NRTLQ) and Nortel Networks Limited (NNL) announced today that, effective as of 5:00 p.m. (E.S.T.) on June 28, 2013 (the Effective Time), the share transfer registers for NNC's common shares and NNL's preferred shares will be closed, as described in the attached notice. Consequently, after the Effective Time Nortel will no longer accept or register transfers of NNC common shares and NNL preferred shares. In addition, as of the Effective Time, Computershare Trust Company of Canada will cease acting as registrar and transfer agent of NNC's common shares and NNL's preferred shares.
This action is being taken as a result of the determination by Ernst & Young Inc., the court- appointed monitor in Nortel's creditor protection proceedings under the Companies' Creditors Arrangement Act (CCAA), that the costs of maintaining the share transfer registers and continuing transfer agency services can no longer be justified having regard to the current stage of the CCAA proceedings, the discontinuance of financial reporting by NNC and NNL and the cease trade orders issued by various Canadian securities regulatory authorities as a consequence thereof, and the previously disclosed view that equity holders of NNC and NNL are expected to receive no value for their shares and such shares will ultimately be cancelled in the CCAA proceedings.
The attached notice gives details of how shareholders may obtain additional information concerning these actions.
For more information, please visit Nortel Networks Corporation's website at www.nortel-canada.com.
Certain statements in this press release may contain words such as "could", "expects", "may", "should", "will", "anticipates", "believes", "intends", "estimates", "targets", "plans", "envisions", "seeks" and other similar language and are considered forward-looking statements or information under applicable securities laws. These statements are based on Nortel's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which Nortel operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. Nortel's assumptions, although considered reasonable by Nortel at the date of this press release, may prove to be inaccurate and consequently Nortel's actual results could differ materially from the expectations set out herein.
Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: (i) risks and uncertainties relating to the Creditor Protection Proceedings including: (a) risks associated with Nortel's ability to: obtain required approvals and successfully consummate remaining divestitures; successfully conclude ongoing discussions for the sale of Nortel's remaining assets; develop, obtain required approvals for, and implement a court approved plan; resolve ongoing issues with creditors and other third parties whose interests may differ from Nortel's; maintain adequate cash on hand in each of its jurisdictions to fund remaining work within the jurisdiction during the Creditor Protection Proceedings; obtain any further required approvals from the Canadian Monitor, the U.K. Administrators, the U.S. Principal Officer, the U.S. Creditors' Committee, or other third parties; utilize net operating loss carryforwards and certain other tax attributes in the future; avoid the substantive consolidation of NNI's assets and liabilities with those of one or more other U.S. Debtors; operate effectively, and in consultation with the Canadian Monitor, the Canadian creditors' committee, the U.S. Creditors' Committee, the U.S. Principal Officer, and work effectively with the U.K. Administrators and French Administrator in their respective administration of the EMEA businesses subject to the Creditor Protection Proceedings; continue as a going concern; actively and adequately communicate on and respond to events, media and rumors associated with the Creditor Protection Proceedings; retain and incentivize key employees as may be needed; retain, or if necessary, obtain court orders or approvals with respect to motions filed from time to time; resolve claims made against Nortel in connection with the Creditor Protection Proceedings for amounts not exceeding Nortel's recorded liabilities subject to compromise; prevent third parties from obtaining court orders or approvals that are contrary to Nortel's interests; and resolve disputes regarding the allocation of sale proceeds of Nortel's various business and asset divestitures and other inter-estate matters, including inter-company claims;
and (b) risks and uncertainties associated with: limitations on actions against any Debtor during the Creditor Protection Proceedings; the values, if any, that will be prescribed pursuant to any court approved plan to outstanding Nortel securities and, in particular, that Nortel does not expect that any value will be prescribed to the NNC common shares or the NNL preferred shares in any such plan; the delisting of NNC common shares from the NYSE; the delisting of NNC common shares and NNL preferred shares from the TSX; the discontinuance of preparing and filing NNC and NNL's quarterly and annual financial statements and related filings under Canadian and/or U.S. securities laws; and the cease trade orders that have been, or may in the future be, issued by the Canadian Securities Administrators to prohibit trading in securities of NNC and NNL by reason of NNC and NNL's failure to file their respective financial statements and related disclosure filings for the third quarter of 2012 or future periods by the required filing deadlines; and (ii) risks and uncertainties relating to Nortel's remaining restructuring work including fluctuations in foreign currency exchange rates; the sufficiency of workforce and cost reduction initiatives; any adverse legal judgments, fines, penalties or settlements related to any significant pending or future litigation actions; failure to maintain integrity of Nortel's information systems; and Nortel's potential inability to maintain an effective risk management strategy.
For additional information with respect to certain of these and other factors, see Nortel's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC, although readers are cautioned that such flings are not current and, therefore, do not reflect developments subsequent thereto. Unless otherwise required by applicable securities laws, Nortel disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
(i)Nortel, the Nortel logo and the Globemark are trademarks of Nortel Networks.
NOTICE OF CLOSURE OF SHARE TRANSFER REGISTERS
TO: THE HOLDERS OF NORTEL NETWORKS CORPORATION COMMON SHARES CUSIP Number: 656568 50 8AND TO: THE HOLDERS OF NORTEL NETWORKS LIMITED CUMULATIVE REDEEMABLE CLASS A PREFERRED SHARES, SERIES 5 CUSIP Number: 656569 30 8 - and - NON-CUMULATIVE REDEEMABLE CLASS A PREFERRED SHARES, SERIES 7 CUSIP Number: 656569 40 7
NOTICE IS HEREBY GIVEN that, effective as of 5:00 p.m. (E.S.T.) on June 28, 2013 (the "Effective Time"), Nortel Networks Corporation ("NNC") will close the share transfer register for its Common Shares (the "NNC Common Shares") and Nortel Networks Limited ("NNL", and together with NNC, "Nortel") will close the respective share transfer registers for its Cumulative Redeemable Class A Preferred Shares, Series 5 and Non-Cumulative Redeemable Class A Preferred Shares, Series 7 (collectively, the "NNL Preferred Shares") and, thereafter, Nortel will no longer accept or register transfers of NNC Common Shares and NNL Preferred Shares. In addition, as of the Effective Time, Computershare Trust Company of Canada will cease acting as registrar and transfer agent of the NNC Common Shares and the NNL Preferred Shares.
Holders of NNC Common Shares or NNL Preferred Shares may contact the following automated telephone hotline for further information: 1 800 834 9814.
In addition, a "Nortel Shareholders Frequently Asked Questions" document has been posted on the Restructuring Document Centre website of Ernst & Young Inc., the court-appointed monitor in Nortel's Canadian creditor protection proceedings, which may be accessed at: www.ey.com/ca/nortel. This document is also available on Nortel's website at: www.nortel-canada.com.
Dated: June 20, 2013
ERNST & YOUNG INC.In its capacity as Monitor ofNortel Networks Corporation andNortel Networks Limited