Nortel in Closing of Sale of Metro Ethernet Networks Business to Ciena Corporation

March 19, 2010

Cleary Gottlieb represented Nortel in closing the sale of the optical networking solutions and carrier ethernet switching segments of Nortel’s Metro Ethernet Networks business to Ciena Corporation. The sale includes units in North America, the Caribbean, Latin America, Asia, Europe, the Middle East and Africa and is the third major Nortel sale to close of five major sales approved in Nortel’s insolvency proceedings. The closing took place on March 19.

In November, Ciena emerged as the winning bidder for these assets following a three-day bankruptcy auction held at Cleary Gottlieb, ultimately paying cash consideration of approximately $774 million, subject to working capital adjustments—significantly higher than its stalking horse bid, which included equity consideration.

Nortel has been a client of Cleary Gottlieb for more than 20 years. Cleary Gottlieb is currently acting as U.S. bankruptcy counsel to Nortel and its affiliates in their U.S. Chapter 11 proceedings, which are closely coordinated with proceedings in Canada, the United Kingdom and France. Cleary Gottlieb has represented Nortel in a number of recent transactions, including the sale of its CDMA business and LTE Access assets to Telefonaktiebolaget LM Ericsson, which closed in November 2009, and the sale of the Enterprise Solutions business to Avaya, which closed in December 2009. Cleary Gottlieb is also representing Nortel in connection with the sale of its GSM business to Telefonaktiebolaget LM Ericsson and Kapsch Carriercom, which closed on March 31, and the sale of its CVAS Business to GENBAND, which has not yet closed.