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M&A Announcement

Jun 28, 2024

David Mulholland
Head of Investor Relations, Nokia

Good morning, ladies and gentlemen, and thank you for joining us to this call at short notice to discuss the agreement signed last night for Nokia to acquire Infinera. I'm David Mulholland, Head of Nokia Investor Relations, and on today's call, I'm joined by four speakers: Pekka Lundmark, Nokia's President and CEO; Marco Wirén, Nokia's CFO; Federico Guillén, who is President of Nokia's Mobile Networks Business, and also Network Infrastructure Business. Also joining us is David Heard, CEO of Infinera. Before we get started, a quick disclaimer. During this call, we will be making forward-looking statements regarding our future business and financial performance, and these statements are predictions that involve risks and uncertainties. Actual results may therefore differ materially from the results we currently expect. Factors that could cause such differences can be both external as well as internal operating factors.

We have identified such risks in the risk factor section of our annual report on Form 20-F, which is available on our investor relations website. The same statements also apply for Infinera, and you can also review the risk factor section of Infinera's annual report on Form 10-K, which is available on Infinera's investor relations website. Within today's call, where we make references to growth rates, it will mostly be on a constant currency basis, and where we refer to margins, it will mostly refer to Nokia's comparable reporting. The presentation accompanying today's call has been published on Nokia's Investor Relations website. Please note that Nokia has not yet closed its Q2 financial period and is currently in its quiet and silent period in relation to results that will be announced on Thursday, the eighteenth of July.

We would therefore like to note that during today's call, we will only be discussing the transaction and not current trading or Q2 results. Please keep that in mind when we get to the Q&A session. In terms of the agenda for today, Pekka will kick off with a high-level overview of the acquisition. Then David will introduce Infinera and give his perspective before Federico will outline the strategic rationale and Marco, the financial impact. Finally, Pekka will conclude with some remarks before we move to the Q&A. With that, let me hand over to Pekka.

Pekka Lundmark
CEO, Nokia

Thanks, David, and hello, everyone. Thank you for joining the call today. So last night, we announced a definitive agreement for Nokia to acquire Infinera in a deal we believe has strong strategic and financial rationale. There are three key drivers behind the deal. First, we see a strong strategic and synergistic rationale for the transaction. We have long said that one of the key drivers we needed to improve the profitability of our optical business was scale. We have been doing well improving that organically, recently, but we believe this transaction can help us to accelerate the journey to a double-digit operating margin in optical. Importantly, it will also help us to accelerate our product roadmap and enable us to deliver better products for customers. We see a strong strategic fit with highly complementary customer, geographic, and technology profiles between the two companies.

The timing is also optimal to build on the strong momentum both businesses have had in recent years, which, Federico and David will go through shortly, and this will improve our long-term growth opportunities. From a synergy perspective, we target net run rate synergies of EUR 200 million by 2027 at the operating profit level. Secondly, we believe this transaction will strongly enhance our network infrastructure business, especially when combined with the announcement we made yesterday regarding the divestment of our submarine networks business. Going forward, there will be three strong and synergistic pillars to our network infrastructure business: in fixed networks, IP networks, and optical networks. The transaction will also increase our enterprise exposure in NI, particularly when considering Infinera's recent web scale design wins in systems and pluggables.

The combined business will have over EUR 600 million of annual web scale sales in optical. Finally, in terms of the financials, the price we are paying is $6.65 per share, and at least 70% will be paid in cash with the balance in Nokia stock. Nokia's board has also, however, committed to increase Nokia's share buyback program to mitigate dilution from the transaction to Nokia shareholders. The purchase price equates to an enterprise value of $2.3 billion, and pro forma for the EUR 200 million of target synergies implies we are paying a multiple of 7.5 enterprise value over EBIT.

We expect the transaction to be accretive to Nokia comparable operating profit and EPS in year 1, and to deliver over 10% comparable EPS accretion in 2027, assuming the transaction closes by the first half of 2025. We also expect the acquisition to deliver a return on invested capital comfortably above Nokia's cost of capital. With that, let me welcome David Heard, the CEO of Infinera, to the call. And, thank you, David, for joining us. I'm very much looking forward to what our two companies can achieve together.

David Heard
CEO, Infinera

Thanks, Pekka. Good morning, everyone. Today is an exciting day for Infinera employees, customers, partners, and shareholders, as we announce plans to join forces with Nokia. For those of you who aren't familiar with Infinera, let me give you a quick snapshot of our company. Over the last five years, we've been on a transformational journey to bring Moore's Law to optical networking through our open and agile solutions. During this period, the Infinera team has achieved a solid track record of accomplishments.

We've built an impressive team of innovators, including a world-class coherent optical R&D team, introduced advanced products and services, including our leading compact modular GX platform, streamlined our optical systems portfolio, won contracts with major telecommunication service providers around the world, meaningfully expanded our market share with web scalers, and launched a new line of pluggables and intra-data center solutions. At the same time, we've delivered above top line market growth and expanded our operating margins by more than 1,000 basis points. Looking ahead, we could not be more excited about our combination with Nokia. For many years, I've said that scale and vertical integration are critical to success in this business. In partnership with Nokia, we can now make this a reality.

Together, we expect to set the pace of innovation, creating a compelling product roadmap, powered by the highest performing optical technologies that we believe will deliver the lowest cost and power per bit with the most agility for our customers. With greater scale and deeper resources, we expect to be able to address the rapidly market and better service our customers, from web scalers to CSPs, to AI companies inside the data center. We will have global reach and an unparalleled focus on bringing optical solutions to market that help customers manage this unprecedented growth in digital traffic. We're especially excited to join forces with Nokia, a company that is aligned with our mission and quite frankly, our culture. We share a passion for technology innovation, quality, customer satisfaction, and driving shareholder value.

Finally, we're very pleased that this transaction will provide all of our stakeholders with an opportunity to participate in the upside of a global leader in optical networking solutions. With that, I'll turn it back over to Federico. Federico?

Federico Guillén
President, Network Infrastructure, Nokia

Thank you very much, David, and, hello, everyone. I am Federico Guillén, President of Nokia Network Infrastructure Business. I want to spend some time digging a bit deeper into what Pekka has explained around the recent progress we have made within our optical network business and why this transaction makes sense. After we created network infrastructure in the beginning of 2021, we made a decision to increase our organic investment into optical networks in order to get it to a place of technological usage. The team has done a tremendous job since then, significantly improving the competitiveness of our portfolio and the financials. We have made a number of technological advancements over the past few years.

For example, the launch of the PSE-Vs base product a few years ago was a very important step in improving our product competitiveness, and in essence, put us back on the map. We then followed that up quickly with the PSE-6s, which we launched at the start of 2023. PSE-6s is a product which was already in the hands of our customers in late 2023. It has been receiving great feedback, and we have already received orders from 15 customers. The product is the best performing available on the market today, offering 2.4 Tb/s in a single line card, and can deliver 800 Gb/s at distances of over 2,000 kilometers.

We also offer our customers the complete suite of products for open line system to transponders and pluggables, and all wrapped up in our end-to-end optical network automation solutions, which simplify operations and TCO by leveraging AI and machine learning capabilities. This has also driven a significant improvement in the financial performance. The business has grown at a 4% CAGR in constant currency, gained market share and improved its operating margin by 10 percentage points, going from loss-making in 2020, to a high single-digit operating margin business last year. So we have two businesses, Nokia and Infinera, that have good momentum, and that is obviously an important part of why we believe now is the optimal time to merge. This decision is also shaped by the market environment.

You are well aware that the optical market has been soft since late 2023 and remains so in 2024. We do believe, however, that we will start to see a return to growth from 2025 onwards, and as you can see, Omdia is forecasting a healthy 5% CAGR growth rate for the market through the rest of the decade. The fundamental need to invest in optical transport remains strong and is driven by the demands that AI and cloud will place on the network in the coming years. An important part of the acquisition is also how it will increase our penetration into web scale. The combination will increase Nokia's overall enterprise sales to approximately EUR 2.8 billion on a pro forma basis for 2023, and the combined optical business will have over EUR 600 million of sales from web scale.

Infinera's recent wins in this space will also be an important driver of this into the future and will ensure that the combined business is well exposed to the growing segments of the market. We also see some exciting new opportunities in how the optical portfolio could enter into new opportunities, such as intra-data center for server-to-server connections, to support the increasing demand of new AI workloads. Another reason why this acquisition makes sense, is the fact that the two businesses have highly complementary geographical footprints. Nokia's strength in optical has historically been in the Europe, Middle East and Africa, Latin America, and Asia Pacific regions... as you can see on this slide, accounting for over 70% of its sales. The U.S., while an important market, was less than 20% of sales last year.

Infinera, on the other hand, has a strong position in the US market, with this region making 60% of its sales. Combined, this significantly strengthens our our presence in the optical market across regions and growth. Taking a step back and looking at the competitive landscape, as you can see on the slide, optical remains one of the few network equipment markets that is still highly fragmented, with a long tail of small players. This creates a challenging environment, especially when it comes to being profitable. This is why scale is so important, as Dave was referring before. And through the combination of Nokia's and Infinera's optical business, we believe we will have the scale necessary to be a strong competitor. If you then take our improved scale and put that against the optical market forecast, Nokia is well positioned to participate in this growing market.

Finally, from my side, I'm really excited about what the combination will enable us to do for our customers. The first thing I want to say, and this is in the DNA of Nokia, is that we progress through this acquisition and the integration processes. We will look after customers and ensure that they see as little disruption as possible. We have done it before in optical, when we brought Alcatel and Lucent together, and we are committed to doing it again with this transaction. The combined business will, I believe, have a very special mix of capabilities to deliver the best possible outcomes for all our customers. We'll have an expanded DSP team that will really help us to accelerate our product roadmap.

Separately, we have been able to improve our competitive position in recent years, but together, this means that we need to make fewer trade-offs when allocating resources across different products, developments, efforts, and deliver broader and more complete product roadmaps for customers. This will be supported by our fundamental research within Nokia Bell Labs, ensuring that we have access to real cutting-edge innovations in the optical domain. The combined team will also have a more complete technology capability across different material science using optical, greater vertical integration, and increase our capabilities in pluggables and the offerings towards intra-DC applications. Finally, on the integration capabilities, it will enhance our manufacturing capabilities with Infinera's U.S.-based fabrication and packaging expertise. Bringing all of these elements together, we will be able to deliver faster innovation, accelerate our product roadmap, and deliver customers a broader and more complete product offering.

With that, let me hand over to Marco to touch on some of the more financial aspects.

Marco Wirén
CFO, Nokia

Thank you, Federico, and good morning from my side as well. To reiterate, from an operational standpoint, this deal both improves our diversification into web scale and increases our presence in the North American market. Both are important for long-term growth potential. Looking at the financial aspect, combination will increase our revenue scale by 75% to EUR 3.4 billion on a pro forma basis in optical. And, if we consider the synergy opportunity as well, this gives us the opportunity to significantly improve the operating margin profile of our optical business. In 2023, Nokia's optical networks business delivered a high single-digit operating margins, benefiting from some of the supply chain catch-up volume, while Infinera on a post-share-based compensation basis, was a low single digit.

If you compare these and the pro forma for the synergies we target, the combined business should be a solidly double-digit margin business. I will now explain further the synergies and the opportunities we see. We target EUR 200 million of net operating profit synergies by 2027, based on the deal closing in the first half of 2025, and we would expect some synergies to already start next year and continue to ramp up to the EUR 200 million by 2027. To be clear, this is net of any dyssynergies we might experience from the merger, but given the highly complementary nature of the two businesses, we expect those to be minimal.

Then, in terms of where these synergies are expected to be generated from, about one-third will come from cost of sales, where operational efficiencies can be found in areas like vendor contract negotiations, services, and through a more verticalized portfolio. The other two-thirds of synergies are expected to come from operating expenses through reductions in support functions costs and other standalone entity costs of Infinera. Also, the new optimized portfolio roadmap will generate savings, even with our target to accelerate the product roadmap. Then, looking at the impact to Nokia Group, we anticipate that these transactions will be accretive to both Nokia's comparable operating profit and EPS in the first year... and expect it to deliver more than 10% accretion to our comparable EPS by 2027.

This is expected to come through the combination of the growth opportunities we see and the synergies that I just discussed. It will deliver a return on invested capital that is comfortably above Nokia's weighted average cost of capital, making this highly attractive and creating significant value for shareholders. And we expect that this transaction, we would remain within our net cash target range of 10%-15% of net sales, and this is including the upfront cash out, Infinera debt repayments, and the share buyback. With that, let me hand it back over to Pekka and to provide some final thoughts.

Pekka Lundmark
CEO, Nokia

Thanks a lot, Marco. As many of you are aware, last year we launched a new strategy based on six pillars that you can see here on this slide. I strongly believe that the acquisition of Infinera aligns strongly to a number of the boxes and with the direction we are looking to take Nokia in the future. In the first pillar, we are significantly increasing our scale in optical and with the broader CSP market. This deal increases our enterprise and web-scale presence, and with Infinera's recent design wins with these customers, ensure that we have a continued path towards growth and further expansion here. As we continue to actively manage our portfolio, we are significantly increasing our technology offering, as Federico described, and this will enable us to offer better solutions to our customers.

This is supportive of our initiative to build new business models, particularly as we strengthen our presence in the pluggable space, and finally, partly on the new business model, but also on our ESG commitments. We see new opportunities within the data center, where new low power, high performance, intra data center chips can improve the power efficiency of server-to-server communications, which is expected to be a high growth area driven by web scale. With the combination of our existing optical business and Infinera, our network infrastructure business will be significantly strengthened. Also, following the agreement we announced yesterday to divest submarine networks, which has previously been part of our NI business group, the business group will now be built on three market-leading pillars. Fixed Networks continues to be well positioned to benefit from strong demand in the fiber market.

This is evident in markets where fiber is not yet deployed around the world, and in more mature markets where customers are starting to upgrade to XGS-PON or 25G PON. Elsewhere, government-funded projects are expected to start towards the end of this year, and Nokia was the first vendor to announce the availability of Buy America compliant products. Given these dynamics and opportunities, we target mid-single-digit growth for Fixed Networks. Our IP Networks business continues to see the ramp of FP5 and FPcx routing products and the expansion into new markets like data center switching. It has been showing continued momentum in expanding its presence beyond CSPs into the enterprise and web scale markets, and we expect this to continue. In this business, we are also targeting mid-single-digit growth.

We have spent most of this call explaining our new strength and position in optical, which we believe has at least a mid-single-digit growth opportunity, and now a compelling path to a mid-teens operating margin. These businesses combined will give us a unique position in Network Infrastructure. On a pro forma basis for the two transactions, Network Infrastructure will be a EUR 8.4 billion revenue business that targets mid-single-digit net sales growth, and with margins that would pro forma be around 12%, but we believe can expand over time to mid- to high-teens. And then to wrap up before Q&A, we are very excited about the opportunities that the increased scale of this transaction will bring. Nokia will benefit from strong positions in both North America and with web-scale customers.

Our customers will benefit from a broadened product portfolio with greater innovation and faster time to market. The deal creates value for both Nokia and Infinera shareholders. With that, let me turn it back over to David to start the Q&A session.

David Mulholland
Head of Investor Relations, Nokia

Thank you to all four of the presenters we've had today. For the Q&A session, we also have James Watt, the head of our optical networks business, on the line, just in case any specific questions come up. As a courtesy to others in the queue, could you please limit yourself to one question and a brief follow-up? George, could you please give the instructions?

Operator

We will now begin the question and answer session. If you are also viewing the video webcast, please remember to mute the audio on your computer before asking your question, as there is a 30-second delay. To ask a question, you may press star and one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star and two. I will now hand the call back to Mr. David Mulholland.

David Mulholland
Head of Investor Relations, Nokia

Thanks, George. We'll take our first question this morning from Jacob Bluestone, from BNP Paribas Exane. Jacob, please go ahead.

Jakob Bluestone
Analyst, BNP Paribas Exane

Thanks, thanks, David, and thanks, Scott. Congratulations on the deal, guys. I was wondering if you could go a little bit deeper into the synergies-

Given they clearly account for the vast majority of the earnings accretion that you're guiding from, can you just explain in a little bit more detail where exactly, particularly the OpEx synergies are coming from? And if you can maybe also expand a little bit on how much is insourced versus outsourced, in terms of the manufacturing. Thank you.

David Mulholland
Head of Investor Relations, Nokia

Federico, do you wanna start?

Federico Guillén
President, Network Infrastructure, Nokia

Yeah, sure. Basically, if you look at the level of synergies that we are targeting, we do not, do not believe that these are too aggressive in the context of our combined business, which will have a cost of sales of about EUR 2 billion and the operating expenses of about EUR 1 billion. Our ambition with this transaction is to be able to deliver faster innovation to our customers and accelerate product roadmaps. And of course, on top of that, we separately have the experience of having made this type of integration and delivered the synergies before. In our side, my team and I were part of the Alcatel-Lucent integration in optical and fixed business in the past.

David might comment also on the experience of the hub in Infinera with the Coriant acquisition, and in both cases, we delivered successfully and in the program time.

David Mulholland
Head of Investor Relations, Nokia

David, did you want to comment?

David Heard
CEO, Infinera

No, I think as Federico said, I think my experience in doing this, especially with open networks, is those synergies are quite reasonable.

David Mulholland
Head of Investor Relations, Nokia

Thanks, David. Did you have a follow-up, Jacob?

Jakob Bluestone
Analyst, BNP Paribas Exane

Yeah, just if you could maybe comment on, I mean, obviously, we're a little new to Infinera, on the European side, so how much of your manufacturing's, insourced versus outsourced? Right.

David Heard
CEO, Infinera

Yeah, no, it's a good question. I would tell you that, in our world, it's very much like a PC, where optical processors or optical engines, optical semiconductors are a very large portion of the bill of materials that were typically bought merchant in the network. We make our own in our U.S.-based fabs, and that is a very large portion of our bill of materials. So we do all that ourselves. That's the high-value stuff that drives high margins. The lower-value stuff, in terms of assembly and test, is all done with contract manufacturers. So that's what allows us to drive margins, and the additional volume coming with this partnership will drive margin expansion by leveraging that vertical integration.

David Mulholland
Head of Investor Relations, Nokia

Thanks, Jacob. We'll take our next question from Andrew Gardner from Citi. Andrew, please go ahead.

Andrew Gardiner
Analyst, Citi

Thank you very much, all. I was interested in the customer reaction you may have had to this. I presume you've had some conversations with the customer base ahead of announcing this, and perhaps in particular, for the Infinera team. David, you announced a number of new contract wins on your last earnings call. I think at the time, there was some concern among the market that, yes, you'd won these deals, great, in terms of, sort of a statement about your technology position, but, you know, would there be incremental R&D required in order to support those deals? Just sort of interested in how now being part of Nokia might help that and, I suppose in particular, yeah, the reaction from the customers.

You know, have they been encouraging you guys to do such a deal to gain scale and support your technology? Anything additional on that side would be helpful. Thank you.

Federico Guillén
President, Network Infrastructure, Nokia

I will leave the floor to David afterwards, but the first reaction of the customers that we contacted yesterday after the announcement in both sides of the world, I would say, were very positive, from positive to very positive. And we're excited about that, because they're... The first reaction on both Nokia and Infinera, and they referred to both, were positive that together we're going to create a great platform for innovation in the future. So, David, you can share what you've got.

David Heard
CEO, Infinera

No, thanks, Federico. Yeah, now, for the last five years, look, what our customers really, really care about is driving lowest cost per bit, lowest power per bit, which is becoming super important right now. And so, driving the scale has always been something they pushed us towards, as well as obviously the financial strength and reach, that we were not able to get on our own, was something that, that they wanted to see us accentuate, and that was prior to the transaction. Those would just be discussions going on. Although it's early, I would tell you the initial reactions from our client base, both across web scale and CSPs, has been extremely positive along that same theme.

David Mulholland
Head of Investor Relations, Nokia

Did you have a follow-up, Andrew?

Andrew Gardiner
Analyst, Citi

No, that's clear. Thank you, David.

David Mulholland
Head of Investor Relations, Nokia

Thanks, Andrew. We'll take our next question from Sandeep Deshpande from J.P. Morgan. Sandeep, please go ahead.

Sandeep Deshpande
Analyst, J.P. Morgan

Yeah, hi. Thanks, good morning, and congratulations on the deal. I want to go back to the synergies question. I mean, has Nokia identified the products where there is overlap, and which products are going to be developed going forward? Or are there lots of products where there is very low overlap that, that, you know, they can be independently developed and that... Because you see, you've, we've seen in the past in these mergers, whether it was in wireless in particular, but also in the Alcatel-Lucent merger, the product that goes forward causes issues with customers, given that some customers do like a particular product, and then when a different product is chosen to go forward, there tend to be share losses.

Is there going to be a lot of that, revenue dis-synergies associated with that, and has that been identified? Thank you.

Federico Guillén
President, Network Infrastructure, Nokia

Let me start from the beginning. It is early to comment on which product offering will prevail, but the good news is that the technology has evolved from the times of Alcatel-Lucent or Infinera and Coriant. Now, we have a lot of customers where we deliver open line systems with alien wavelengths already. Those type of decisions, of course, will be made early in the process after closure. We cannot still today tell you what we are going to specifically deliver in the future. The good news is that we can work together to deliver the commitments that we have today to our customers, and then work on a common platform for the future generations of products.

And this is the way things are done in in optical. The openness is, of course, helping us on this model.

Sandeep Deshpande
Analyst, J.P. Morgan

Thank you.

David Mulholland
Head of Investor Relations, Nokia

Did you have a follow-up?

Sandeep Deshpande
Analyst, J.P. Morgan

No, that's it. Thank you.

David Mulholland
Head of Investor Relations, Nokia

Thanks, Sandy. We'll take our next question from Sami Sarkamies, from Danske Bank. Sami, please go ahead.

Sami Sarkamies
Analyst, Danske Bank

Yeah, I mean, I would actually like to continue on the previous topic. So maybe if you can discuss a bit the integration plan from a process and a timeline perspective, why do you think it will be relatively straightforward to combine forces from product offering and R&D roadmap perspectives? I think we're all mindful of the previous challenges with Alcatel-Lucent acquisition, where there was overlap in terms of products.

Federico Guillén
President, Network Infrastructure, Nokia

Well, yeah, but the Alcatel-Lucent acquisition, of course, there were overlaps on products on the mobile side. In this case, we're talking about optical and we feel very confident that because of what I just said, we feel very confident that converging the roadmaps in this particular technology stage is going to be much easier than in the mobile world. On top of that, as you know, in optical and in other technologies within NI, we don't do swaps, for example, which is also very important. We cap and grow on our technology. So the key thing, and David and I agree 100%, and James on this, is make decisions as fast as possible during the integration process.

We have a very detailed plan on when do we have to make each decision during the first 100 days, and then execute. Execute is something that we know how to do, and decisions is something that we'll do fast in the process, once, of course, the deal is approved.

David Heard
CEO, Infinera

Yeah, I might add, if it helps, Federico, you know, the networks are open, more open now than ever. Last year, Infinera's sale of transponders on the open line systems was over 50%. And that really eases the integration value going forward and the integration ease. Secondarily, we did another optical integration at scale back in 2018 and 2019, and we met our integration goals. In fact, we exceeded those goals in the time period that we laid out publicly, and these goals are very conservative in line with that.

David Mulholland
Head of Investor Relations, Nokia

Thanks, David. Sami, did you have a follow-up?

Sami Sarkamies
Analyst, Danske Bank

Maybe just curious, on the market outlook, you now talk about 5% CAGR, going forward. I think in the December progress update, it was only 1% CAGR. So can you please explain, why there is such a big difference in, the market outlook now?

David Mulholland
Head of Investor Relations, Nokia

Maybe I can just take that one quickly. Sami, the commentary that we gave you in December, we gave figures for the growth rates we expected by business group. Yes, we said the market opportunity, we saw a CAGR of 1% then, but that was quite specific to some of the exposures we had in our optical business. Part of the benefit of what this will mean to our future optical business is strengthening our position in web scale and in North America. That improves the potential opportunity for our optical business to grow going forward. And we're also now giving a comment specific to the optical networks growth outlook rather than the overall market. But Federico, maybe you want to-

Federico Guillén
President, Network Infrastructure, Nokia

Yeah, I want to add something. Normally, the optical business grew driven by until now, it grew driven by two factors: the growth of traffic from the mobile access network and the growth of traffic by the fixed access network. What we are seeing lately is that this growth has a third dimension, which is data center. Data center, artificial intelligence, is driving... Already starting to drive a lot of traffic into the network, and therefore, I am not surprised that Omdia and other analysts are increasing the CAGR projected into the future, plus the recovery of fiber to the home across the world.

David Mulholland
Head of Investor Relations, Nokia

David, did you have anything you wanted to comment as well, maybe on the Web scale side and what you're seeing?

David Heard
CEO, Infinera

Yeah, no, the volumes just when traditional optical networks, when you're selling these optical solutions and optical semiconductors, when you're dealing with long haul and subsea, you sell tens of thousands of transponders. When you go to metro, you have the ability to move that to, call it, 100,000, hundreds of thousands. When you go inside the data center, the growth with AI is real, it is tremendous, and it, it, it goes into the millions. Enormous opportunity, albeit it's early, but I think we're putting together the right portfolio to position for both those macro markets as well as inside the data center.

David Mulholland
Head of Investor Relations, Nokia

Thanks, Sami. We'll now take the next question from Didier Scemama, from Bank of America. Didier, please go ahead.

Didier Scemama
Analyst, Bank of America

Good morning, gents. Congrats on the transaction. Maybe just wanted to actually ask another question on the web scale opportunity, since it seems to be clearly the real driver for the transaction. So maybe just as a clarification, Infinera historically has got a very strong IP portfolio in photonics. So I just wondered, on the AI server opportunity or AI data center opportunity, do you intend to sell systems, or would you sell actually also silicon photonics dies that would be stacked up with the, you know, GPUs and HBM dies?

David Mulholland
Head of Investor Relations, Nokia

David, maybe you can take that given,

David Heard
CEO, Infinera

Sure.

David Mulholland
Head of Investor Relations, Nokia

your-

David Heard
CEO, Infinera

Sure. So certainly the traffic growing by AI allows us to sell both the optical systems and transponders that interconnect these data centers that are growing at a record pace. And those are systems, which are systems, software, and services. Inside the data center, we have the ability to leverage our material science, both indium phosphide as well as silicon photonics, to lower the power rate that's connecting these GPUs, and that can be done in subsystem sales or chipsets that get sold into that ecosystem that's connecting those power-hungry GPUs. So both-

Didier Scemama
Analyst, Bank of America

Great. Thank you. Yeah, yeah, no, that's very clear, and that's helpful. And do you have a line of sight or design wins with the current incumbents in AI processors or AI servers?

David Heard
CEO, Infinera

So again, at Infinera, we announced our product line at OFC this year of ICE-D products and have announced that our first test chips are out and that we expected to see progress on those design wins as we close the year. So stay tuned.

Didier Scemama
Analyst, Bank of America

Thank you so much.

David Mulholland
Head of Investor Relations, Nokia

Thanks, Didier. We'll take our next question from Felix Henriksson from Nordea. Felix, please go ahead.

Felix Henriksson
Analyst, Nordea

Hi. Congrats on the deal, and I wanted to continue on the web scale topic. If you could just give us a bit more color on the web scale exposure at Infinera and how the sort of current 30% exposure to this customer segment has developed over the past year, and what sort of growth rates have been witnessed among this clientele? Thanks.

David Mulholland
Head of Investor Relations, Nokia

David, you wanna go ahead?

David Heard
CEO, Infinera

Yeah, no, I think that's, that's great. Yeah, I think when I joined Infinera 5, 6 years ago, our exposure from a percent of revenue was, you know, 10% to the web scale. Last year directly, that exposure in 2023 revenues directly was over 30% of our business, as well as those web scalers are beginning to make decisions as they land cables, in other jurisdictions like India, Africa, Asia, around the world, where they're, laying out what network infrastructure they want, that terrestrial network built on. Those are called managed fiber optic networks, but they make the network decision. Together, those managed fiber networks and our direct exposure to the web scalers was 50% in 2023.

You know, while that is, the web scalers are about, call it 20-25% of the addressable market for the systems world, that business is growing at a very high rate compared to the service providers. The opportunities inside the data center, although early, again, provide more TAM expansion for the combined group in the future.

David Mulholland
Head of Investor Relations, Nokia

Thanks, David. Felix, did you have a follow-up?

Felix Henriksson
Analyst, Nordea

Yeah, just a quick one. Have there been any conclusions or decisions on what kind of roles will the Infinera top executives adopt in the newly combined entity?

Federico Guillén
President, Network Infrastructure, Nokia

It is early to say that, but listen, I am delighted to have two talented teams coming together. Of course, this is the type of decisions that we'll be making over the next months while we get approval. But, like, like they say in the good sport teams, when you have too many stars, that's a good problem to have. I'm counting, of course, on the Infinera executive team. And, please, David, feel free to add.

David Heard
CEO, Infinera

No, we're excited. This is really about doubling the pace of innovation and taking advantage of a large opportunity at the next optical cycle, where optical's more important than ever, driving around the network and inside the data center. So we're excited, and I plan to be part of that.

David Mulholland
Head of Investor Relations, Nokia

Thanks, David. We'll-

David Heard
CEO, Infinera

Thank you

David Mulholland
Head of Investor Relations, Nokia

Take next and possibly last question, unless anyone else wants to join the queue, from Joseph Zhou from Barclays. Joseph, please go ahead.

Joseph Zhou
Analyst, Barclays

Hi, gents. Thank you for taking my questions. I have one and then a follow-up. So, firstly, how much of your synergies will come from insourcing of chips? Are you buying from Infinera, if any at all?

Federico Guillén
President, Network Infrastructure, Nokia

It's early to say. Obviously, as David pointed out before, this is a business of scale and volume. When volume comes, obviously, we're going to have synergies on the cost of sales. And we estimate today that it's going to be one third of the synergies. But it's, we will have to analyze it, and as David also said, we believe that the targets are achievable, really achieve.

Joseph Zhou
Analyst, Barclays

Yeah. And my follow-up is just on your margin guidance. And so I think previously for NI, it was mid-teens. Now you have-

Upgraded that to mid to high teens, but you also had another disposal yesterday, the ASN disposal, so that mechanically lifts margin by 100 to 250 bits. So it doesn't sound to me that there is any kind of underlying upgrade to the guidance, despite the EUR 200 million of synergies. And also, I think previously, you already targeted the optical business to have a double-digit margin, and that doesn't seem to change with the synergies that you are going to generate. I just wonder whether it's due to conservatism or is this kind of a, you figured it's difficult to achieve those targets without scales, so you have this kind of a inorganic action?

Pekka Lundmark
CEO, Nokia

Well, well, well, actually, when you look at the facts on the table, there are two things that have changed. The first one is that ASN will be, will be divested, and as we said yesterday, that will, that will increase the NI margin by 100 to 150 basis points. That's the first fact. And then the other fact is that we are going after EUR 200 million of synergies. And as what has been pointed out several times on this call, that 200 million is not a particularly stretched target. We believe that it's fully, fully achievable. So those two are the hard facts, and obviously, obviously, the synergy execution will take some time. We estimate that it will take until 2027 to achieve that number.

Of course, when we say, and this is the important point here, when we say that NI will target mid- to high-teens, it is an evolution that we would expect that would start around the lower end of that scale, and then gradually grow towards the higher end of that scale once we execute on synergies.

David Mulholland
Head of Investor Relations, Nokia

Thanks, Joseph. I think that's the last question we have for today's call. So thank you all for joining us this morning, especially at short notice. That does conclude today's call. I would like to remind you that during the call today, we've made a number of forward-looking statements that involve risks and uncertainties. Actual results may therefore differ materially from the results currently expected. Factors that could cause such differences can be both external as well as internal operating factors. We've identified such risks in the risk factor section of our annual report on Form 20-F, which is available on our investor relations website. Thank you all for joining us today, and especially to David for joining us from California. Good morning and good night, all.

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