Latham & Watkins

Latham & Watkins has advised Kapsch CarrierCom on its successful joint bid with Ericsson for the GSM/GSM-R business of Nortel Networks Corp., the Canadian technology leader who filed for bankruptcy earlier in 2009.

As set out in the press release below, Kapsch CarrierCom, the European telecommunications provider, will acquire the GSM business in EMEA and Taiwan and the global GSM-R business.

The sale is subject to court approvals in the US and Canada on December, 2 2009 and regulatory and other consents. Subject to approval, Ericsson will acquire Nortel’s GSM business in North America.

The Latham team was led by London corporate partner Martin Saywell and Frankfurt corporate partner Ruediger Malaun with assistance from London corporate associates Rory Negus and Ben Nwaeke. Advice was also provided by London partner Gail Crawford and associates Kate Hiller and Hannah Strong on technology and IP aspects; partner Stephen Brown and associates Catherine Drinnan and Sarah Dunkley on employment and pensions aspects; partner Omar Shah and associate Adrian Cox on competition and regulatory aspects; associate Simon Graham on real estate aspects; partner Sean Finn and associates Karl Mah and Helen Williams on tax matters; Paris partner Hervé Diogo Amengual on restructuring aspects; Paris partner Alexander Benedetti on corporate aspects; Frankfurt partner Ulrich Wuermeling on commercial aspects; New York partner Keith Simon on bankruptcy matters; and New York Howard Sobel on US corporate matters.

For further information, please contact Martin Saywell on + 44 (0) 20 7710 1834.

Kapsch CarrierCom to acquire Nortel’s GSM business for EMEA and Taiwan and Nortel’s GSM-R business globally

Kapsch CarrierCom yesterday was announced as winning bidder in the auction process initiated by Nortel for substantially all of the Carrier Networks division of Nortel relating to the GSM business in EMEA and Taiwan and the global GSM-R business. The purchase is structured as an asset sale with a cash purchase price of USD 33 million on a cash and debt free basis, subject to adjustments. The transaction is subject to court approvals in the U.S. and Canada, which will be sought at a joint hearing on December 2, 2009, and in France as well as regulatory approvals and certain other customary closing conditions.

Kapsch CarrierCom submitted a joint bid with Ericsson. Under the agreement, Ericsson will acquire substantially all of Nortel’s GSM business in North America. Kapsch CarrierCom will purchase substantially all of the remaining global GSM business and the global GSM-R business, taking over approximately 330 employees from Nortel.

"We have worked closely with Nortel in the GSM/GSM-R business for more than 20 years. This acquisition transforms Kapsch CarrierCom from a regional player to the global market leader in GSM-R", said Thomas Schöpf, COO of Kapsch CarrierCom.

"The combined businesses will provide a strong international platform for our enhanced global business strategy", Ingolf Planer, CFO of Kapsch CarrierCom added.

Latham & Watkins is acting as Kapsch CarrierComs’s legal advisor on this transaction.

Kapsch CarrierCom AG, belonging to the Kapsch Group, specializes in voice and data communications solutions for fixed and mobile network providers. Kapsch CarrierCom addresses the full spectrum of the operator’s requirements: from analysis, consulting, design, development, integration, installation, training to the maintenance and operation of complete networks.

Christoph Schlüter

Public Relations Manager

LATHAM & WATKINS LLP

Reuterweg 20

60323 Frankfurt am Main

Germany

Direct Dial: +49.69.6062.6520

Fax: +49.69.6062.6700

Email: christoph.schlueter@lw.com

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