Mobile communications giant Nokia said Monday it has agreed to pay $2.2 billion to acquire Siemens AG's 50 percent stake in the two companies' network equipment joint venture, Nokia Siemens Networks (NSN).
Espoo, Finland–based Nokia teamed up with the German engineering and electronics conglomerate in 2007 to form NSN, which provides equipment and services for mobile networks—including fourth-generation Long Term Evolution (LTE) networks—in more than 150 countries. Nokia said it plans to maintain NSN's current management and governance structure, though the Siemens name will eventually be phased out of the NSN moniker. Reuters notes that taking full control of the company will allow Nokia to expand its LTE services and move away from its lagging smartphone sales.
The deal calls for Nokia to pay Siemens $1.56 billion in cash, with an additional $650.1 million payment coming in the form of a secured loan from Siemens that Nokia will repay later this year. The deal, which has been approved by both companies' boards, is expected to close during this year's third quarter pending regulatory approval.
Shearman & Sterling is advising Nokia on the purchase, roughly six years after guiding the company through the formation of the joint venture. Shearman frequently acts as outside counsel to Nokia, advising on such matters as the company's first U.S. public debt offering— a $1.5 billion transaction—in 2009. Earlier this year, Shearman advised NSN on a $1.04 billion senior notes offering.
This time around, Shearman is fielding a M&A team that includes partner Jeremy Kutner in London, as well as New York–based partners Peter Lyons, Scott Petepiece, and Samuel Waxman. The rest of the team includes M&A counsel Andreas Löhdefink; finance partners Mei Lian and Clifford Atkins; capital markets partner Jacques McChesney, capital markets of counsel Pam Gibson, and capital markets counsel David Dixter; antitrust partner Matthew Readings; tax partner Iain Scoon and tax counsel Simon Letherman; and compensation and benefits partner Doreen Lilienfeld. Associates on the deal are Zhak Cohen, George Milton, and Philip Stopford. Nokia's chief legal officer is Louise Pentland.
A team of attorneys from Slaughter and May is representing Siemens in connection with its exit from the NSN joint venture. London-based corporate partner Tim Boxell is leading the firm's efforts on the sale. (As U.K. legal publication Legal Week notes, Clifford Chance advised Siemens on the 2007 formation of the NSN joint venture.)
Siemens's general counsel is Peter Solmssen, a former Morgan, Lewis & Bockius partner.