Nortel Networks Divestiture and Record Size Manufacturing Services Contract

Nortel Networks Corporation (Nortel) entered into an agreement on April 4, 2000 with Solectron Corporation whereby Solectron will acquire certain of Nortel’s manufacturing operations in North America and Asia. Solectron has also made a similar offer to acquire certain Nortel operations in Ireland, Great Britain and France subject, in each case, to completion of the workers’ consultation process required under local law. The total value of the transaction is approximately US$900 million. At closing, Nortel and Solectron will also enter into a 4-year supply agreement valued at more than US$10 billion pursuant to which Solectron will provide Nortel with certain electronic and other manufacturing services, reported to be the telecommunication industry’s largest-ever manufacturing services contract.

The signing of the agreement represents the culmination and final phase of Nortel’s “Manufacturing 2000” strategy which was focussed on the divestiture of certain of its manufacturing operations to industry-leading contract manufacturers.

Nortel’s internal legal team was led by Robert Looney in Nashville on the divestiture side and Doreen Farthing in Boston on the supply contract side. They were assisted by Evelyn Doxey and Anthony Milazzo both of Nortel Networks in North America, Mark Cooper and Edouard Silverio in Europe and Ahmet Oral in Turkey. Ogilvy Renault was retained by Nortel to assist in the divestiture and negotiation of the supply contract. Mary E. Kelly and Andrew Foti led for Ogilvy with support from John Naccarato (real estate), Michael Sherrard (employment), Manon Guesthier, Gail Jaffe, Rowena Borenstein, Cindy Morantz and Mark Rasile. Assistance was also provided by Frank Picciola of Ogilvy’s London office. In addition, Cleary, Gottlieb and Baker & McKenzie provided European and Mexican expertise for Nortel. Solectron’s counsel was Wilson Sonsini Goodrich & Rosati of Palo Alto, California with assistance from McCarthy Tétrault in Canada and Eversheds in Europe.