Click here to close now.

Welcome!

.NET Authors: Elizabeth White, Liz McMillan, Pat Romanski, Jaynesh Shah, Carmen Gonzalez

News Feed Item

Nortel Announces Permanent Cease Trade Order

TORONTO, ONTARIO -- (Marketwire) -- 12/24/12 -- Nortel(1) Networks Corporation (NNC) (OTCBB:NRTLQ) and Nortel Networks Limited (NNL) announced today that, further to their announcement of December 11, 2012, a permanent cease trade order (the "CTO") has been issued on December 24, 2012 by the Ontario Securities Commission. Other than being issued a permanent basis, the CTO is substantially similar to the temporary cease trade order issued by the OSC on December 11, 2012.

The CTO prohibits all trading in securities of both NNC and NNL, effective immediately, other than for: (i) trades made for nominal consideration for the purpose of permitting a security holder to crystallize a tax loss (a "tax loss trade"); or (ii) trades in notes of either NNC or NNL to an entity that qualifies as an "accredited investor" as that term is defined under applicable Canadian securities laws (an "accredited investor trade"). The aforementioned exceptions are subject to the further qualifications that: (1) in the case of a tax loss trade, a copy of the CTO is provided to the purchaser and the seller receives a written acknowledgement from the purchaser that the securities acquired remain subject to the CTO; and (2) in the case of an accredited investor trade in notes of NNC or NNL, the purchaser will be deemed (by reason of the issuance of this news release and the posting of the CTO on the Restructuring Document Centre of Ernst & Young Inc., as monitor, at http://documentcentre.eycan.com/Pages/Main.aspx?SID=89&Redirect=1) to have received notification of the terms of the CTO and deemed to have acknowledged to the seller that the notes acquired remain subject to the CTO.

The full text of the CTO accompanies this news release marked as Annex A.

NNC and NNL expect that other Canadian provincial or territorial securities regulators will issue permanent cease trade orders similar to the CTO.

About Nortel

For more information, visit Nortel on the Web at www.nortel-canada.com.

Certain statements in this press release may contain words such as "could", "expects", "may", "should", "will", "anticipates", "believes", "intends", "estimates", "targets", "plans", "envisions", "seeks" and other similar language and are considered forwardwww.nortel-canada.com News Release looking statements or information under applicable securities laws. These statements are based on Nortel's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which Nortel operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. Nortel's assumptions, although considered reasonable by Nortel at the date of this press release, may prove to be inaccurate and consequently Nortel's actual results could differ materially from the expectations set out herein.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: (i) risks and uncertainties relating to the Creditor Protection Proceedings including: (a) risks associated with Nortel's ability to: obtain required approvals and successfully consummate remaining divestitures; successfully conclude ongoing discussions for the sale of Nortel's remaining assets; develop, obtain required approvals for, and implement a court approved plan; allocation of the sale proceeds of our businesses and assets among the various Nortel entities participating in these sales may take considerable time to resolve; resolve ongoing issues with creditors and other third parties whose interests may differ from Nortel's; maintain adequate cash on hand in each of its jurisdictions to fund remaining work within the jurisdiction during the Creditor Protection Proceedings; obtain any further required approvals from the Canadian Monitor, the U.K. Administrators, the U.S. Principal Officer, the U.S. Creditors' Committee, or other third parties; utilize net operating loss carryforwards and certain other tax attributes in the future; avoid the substantive consolidation of NNI's assets and liabilities with those of one or more other U.S. Debtors; operate effectively, and in consultation with the Canadian Monitor, the Canadian creditors' committee, the U.S. Creditors' Committee, the U.S. Principal Officer, and work effectively with the U.K. Administrators and French Administrator in their respective administration of the EMEA businesses subject to the Creditor Protection Proceedings; continue as a going concern; actively and adequately communicate on and respond to events, media and rumors associated with the Creditor Protection Proceedings; retain and incentivize key employees as may be needed; retain, or if necessary, obtain court orders or approvals with respect to motions filed from time to time; resolve claims made against Nortel in connection with the Creditor Protection Proceedings for amounts not exceeding Nortel's recorded liabilities subject to compromise; prevent third parties from obtaining court orders or approvals that are contrary to Nortel's interests; and

(b) risks and uncertainties associated with: limitations on actions against any Debtor during the Creditor Protection Proceedings; the values, if any, that will be prescribed pursuant to any court approved plan to outstanding Nortel securities and, in particular, that Nortel does not expect that any value will be prescribed to the NNC common shares or the NNL preferred shares in any such plan; the delisting of NNC common shares from the NYSE; the delisting of NNC common shares and NNL preferred shares from the TSX and; any cease trade orders that are expected to be issued by Canadian Securities Administers to prohibit trading in securities of NNC and NNL following the third quarter filing deadlines applicable to NNC and NNL's quarterly reporting obligations under Canadian securities laws; and (ii) risks and uncertainties relating to Nortel's remaining restructuring work including fluctuations in foreign currency exchange rates; the sufficiency of workforce and cost reduction initiatives; any adverse legal judgments, fines, penalties or settlements related to any significant pending or future litigation actions; failure to maintain integrity of Nortel's information systems; and Nortel's potential inability to maintain an effective risk management strategy.

For additional information with respect to certain of these and other factors, see Nortel's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC. Unless otherwise required by applicable securities laws, Nortel disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

(1)Nortel, the Nortel logo and the Globemark are trademarks of Nortel Networks.


                                   ANNEX A                                  
                                                                            
                    IN THE MATTER OF THE SECURITIES ACT,                    
              R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "ACT")              
                                                                            
                                     AND                                    
                                                                            
                              IN THE MATTER OF                              
                                                                            
           NORTEL NETWORKS CORPORATION AND NORTEL NETWORKS LIMITED          
                                                                            
                                    ORDER                                   
                            (Paragraphs 127(1)2)                            
                                                                            
WHEREAS on December 11, 2012,                                               
                                                                            
     NORTEL NETWORKS CORPORATION (NNC) AND NORTEL NETWORKS LIMITED (NNL)    
                          (the "Reporting Issuers")                         

and the Reporting Issuers' transfer agent were notified that the Director made an order under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act on the 11th day of December, 2012 that all trading in the securities of the Reporting Issuers, whether direct or indirect, cease immediately for a period of fifteen days from the date of the order, subject to certain permitted exceptions therein (the "Temporary Order");

AND WHEREAS the Reporting Issuers issued a press release on January 14, 2009 which announced that the Reporting Issuers (and certain of their Canadian subsidiaries) had initiated creditor protection proceedings under the Companies' Creditors Arrangement Act (Canada) (the CCAA proceeding). Pursuant to an Order of the Ontario Superior Court of Justice dated January 14, 2009 issued in connection with the CCAA proceeding (the Initial Order), Ernst & Young Inc. was appointed by the Court as Monitor to assist the Reporting Issuers through their restructuring process;

AND WHEREAS the Reporting Issuers issued a press release on August 9, 2012 that announced that the Monitor had determined that the expense and resources required to comply with ongoing public disclosure requirements could no longer be justified and that consequently the Reporting Issuers would no longer be able to comply with their periodic reporting requirements and would discontinue preparing and filing quarterly and annual financial statements and all other periodic disclosure documents under applicable Canadian laws effective as of the filing deadlines for third quarter reporting obligations;

AND WHEREAS on November 23, 2012 the Ontario Superior Court of Justice ordered that the stay of proceedings granted in favour of the Monitor and the Reporting Issuers in the Initial Order be lifted solely for the purpose of permitting the issuance of cease trade orders by the appropriate securities regulatory authorities;

AND WHEREAS in information provided to the Ontario Securities Commission on September 21, 2012 the Reporting Issuers confirmed that in addition to common and preferred shares, the Reporting Issuers had the following securities outstanding:


(a) in the case of NNC, U.S. $575,000,000 principal amount of 1.75%         
    convertible senior notes due 2012 and U.S. $575,000,000 principal amount
    of 2.125% convertible senior notes due 2014 (collectively, the NNC      
    Notes); and                                                             
                                                                            
(b) in the case of NNL, U.S. $1,000,000,000 principal amount of floating    
    rate senior notes due 2011, U.S. $550,000,000 principal amount of       
    10.125% senior notes due 2013, U.S. $1,125,000,000 principal amount of  
    10.750% senior notes due 2016 and U.S. $200,000,000 principal amount of 
    6.875% notes due 2023 (collectively, the NNL Notes);                    

AND WHEREAS the Temporary Order was made because the Reporting Issuers failed to file the following continuous disclosure materials as required by Ontario securities law (collectively, the "Default"):


a) interim financial statements for the nine-month period ended September   
   30, 2012;                                                                
                                                                            
b) management's discussion and analysis relating to the interim financial   
   statements for the nine-month period ended September 30, 2012; and       
                                                                            
c) certification of the foregoing filings as required by National Instrument
   52-109 Certification of Disclosure in Issuers' Annual and Interim        
   Filings;                                                                 

AND WHEREAS the Reporting Issuers and the Reporting Issuers' transfer agent were notified that a hearing (the "Hearing") would be held to determine if it would be in the public interest to make an order under paragraph 2 of subsection 127(1) of the Act that all trading in the securities of the Reporting Issuers, whether direct or indirect, cease permanently or for such period as is specified in the order;

AND WHEREAS the Reporting Issuers were notified that if the Reporting Issuers intended to attend at the Hearing, the Reporting Issuers were requested to notify the Director of the Reporting Issuers' intention to attend in writing, in which case the Hearing would be held before the Commission;

AND WHEREAS the Reporting Issuers were further notified that if the Reporting Issuers failed to notify the Director of the Reporting Issuers' intention to be present at the Hearing, then the Hearing would be held before the Director without the Reporting Issuers present;

AND WHEREAS the Reporting Issuers having failed to notify the Director of the Reporting Issuers' intention to attend at the Hearing, the Hearing was held before the Director on the 24th day of December, 2012;

AND UPON no one appearing at the Hearing on behalf of the Reporting Issuers;

AND UPON hearing the evidence of staff of the Ontario Securities Commission and the Director being satisfied that the Default continues;

IT IS ORDERED pursuant to paragraph 2 of subsection 127(1) of the Act that, effective immediately,


1.          subject to paragraph 2 hereof, all trading in the securities of 
            the Reporting Issuers, whether direct or indirect, shall cease  
            until further order by the Director;                            
                                                                            
2.          this order does not apply to the following trades:              
                                                                            
   (a)      a trade to a person or company in a security of either of the   
            Reporting Issuers for nominal consideration for the purpose of  
            permitting security holders of a Reporting Issuer to crystallize
            any losses for tax purposes provided that, prior to such trade, 
            such person or company:                                         
                                                                            
       (i)  receives a copy of this order; and                              
                                                                            
       (ii) provides written acknowledgment to the seller that the          
            securities of the Reporting Issuer remain subject to this order 
            in accordance with its terms following such trade; or           
                                                                            
   (b)      a trade of NNC Notes or NNL Notes to a person or company who is 
            an "accredited investor" as defined in National Instrument 45-  
            106 Prospectus and Registration Exemptions, provided that, prior
            to such trade either:                                           
                                                                            
       (i)  such person or company receives a copy of this order and        
            provides written acknowledgment to the seller that the NNC Notes
            or NNL Notes (as applicable) remain subject to this order in    
            accordance with its terms following such trade; or              
                                                                            
       (ii) the Reporting Issuers shall have issued a news release          
            disclosing the terms of this order and the Monitor shall have   
            posted a copy of this order on its website, in which case each  
            such person or company is deemed to have received notification  
            of the terms of this order and is deemed to have acknowledged to
            the seller that the NNC Notes or NNL Notes (as applicable)      
            remain subject to this order in accordance with its terms       
            following such trade.                                           

DATED at Toronto this 24th day of December, 2012.

Ontario Securities Commission

Lisa Enright, Manager, Corporate Finance Branch

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@ThingsExpo Stories
Container frameworks, such as Docker, provide a variety of benefits, including density of deployment across infrastructure, convenience for application developers to push updates with low operational hand-holding, and a fairly well-defined deployment workflow that can be orchestrated. Container frameworks also enable a DevOps approach to application development by cleanly separating concerns between operations and development teams. But running multi-container, multi-server apps with containers is very hard. You have to learn five new and different technologies and best practices (libswarm, sy...
SYS-CON Events announced today that DragonGlass, an enterprise search platform, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. After eleven years of designing and building custom applications, OpenCrowd has launched DragonGlass, a cloud-based platform that enables the development of search-based applications. These are a new breed of applications that utilize a search index as their backbone for data retrieval. They can easily adapt to new data sets and provide access to both structured and unstruc...
Converging digital disruptions is creating a major sea change - Cisco calls this the Internet of Everything (IoE). IoE is the network connection of People, Process, Data and Things, fueled by Cloud, Mobile, Social, Analytics and Security, and it represents a $19Trillion value-at-stake over the next 10 years. In her keynote at @ThingsExpo, Manjula Talreja, VP of Cisco Consulting Services, will discuss IoE and the enormous opportunities it provides to public and private firms alike. She will share what businesses must do to thrive in the IoE economy, citing examples from several industry sector...
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo in Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal an...
All major researchers estimate there will be tens of billions devices - computers, smartphones, tablets, and sensors - connected to the Internet by 2020. This number will continue to grow at a rapid pace for the next several decades. With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo, June 9-11, 2015, at the Javits Center in New York City. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be
An entirely new security model is needed for the Internet of Things, or is it? Can we save some old and tested controls for this new and different environment? In his session at @ThingsExpo, New York's at the Javits Center, Davi Ottenheimer, EMC Senior Director of Trust, reviewed hands-on lessons with IoT devices and reveal a new risk balance you might not expect. Davi Ottenheimer, EMC Senior Director of Trust, has more than nineteen years' experience managing global security operations and assessments, including a decade of leading incident response and digital forensics. He is co-author of t...
The Internet of Things is a misnomer. That implies that everything is on the Internet, and that simply should not be - especially for things that are blurring the line between medical devices that stimulate like a pacemaker and quantified self-sensors like a pedometer or pulse tracker. The mesh of things that we manage must be segmented into zones of trust for sensing data, transmitting data, receiving command and control administrative changes, and peer-to-peer mesh messaging. In his session at @ThingsExpo, Ryan Bagnulo, Solution Architect / Software Engineer at SOA Software, focused on desi...
While great strides have been made relative to the video aspects of remote collaboration, audio technology has basically stagnated. Typically all audio is mixed to a single monaural stream and emanates from a single point, such as a speakerphone or a speaker associated with a video monitor. This leads to confusion and lack of understanding among participants especially regarding who is actually speaking. Spatial teleconferencing introduces the concept of acoustic spatial separation between conference participants in three dimensional space. This has been shown to significantly improve comprehe...
SYS-CON Events announced today that the "First Containers & Microservices Conference" will take place June 9-11, 2015, at the Javits Center in New York City. The “Second Containers & Microservices Conference” will take place November 3-5, 2015, at Santa Clara Convention Center, Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
Buzzword alert: Microservices and IoT at a DevOps conference? What could possibly go wrong? In this Power Panel at DevOps Summit, moderated by Jason Bloomberg, the leading expert on architecting agility for the enterprise and president of Intellyx, panelists will peel away the buzz and discuss the important architectural principles behind implementing IoT solutions for the enterprise. As remote IoT devices and sensors become increasingly intelligent, they become part of our distributed cloud environment, and we must architect and code accordingly. At the very least, you'll have no problem fil...
The 4th International Internet of @ThingsExpo, co-located with the 17th International Cloud Expo - to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA - announces that its Call for Papers is open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
The Domain Name Service (DNS) is one of the most important components in networking infrastructure, enabling users and services to access applications by translating URLs (names) into IP addresses (numbers). Because every icon and URL and all embedded content on a website requires a DNS lookup loading complex sites necessitates hundreds of DNS queries. In addition, as more internet-enabled ‘Things' get connected, people will rely on DNS to name and find their fridges, toasters and toilets. According to a recent IDG Research Services Survey this rate of traffic will only grow. What's driving t...
Since 2008 and for the first time in history, more than half of humans live in urban areas, urging cities to become “smart.” Today, cities can leverage the wide availability of smartphones combined with new technologies such as Beacons or NFC to connect their urban furniture and environment to create citizen-first services that improve transportation, way-finding and information delivery. In her session at @ThingsExpo, Laetitia Gazel-Anthoine, CEO of Connecthings, will focus on successful use cases.
The Internet of Things promises to transform businesses (and lives), but navigating the business and technical path to success can be difficult to understand. In his session at @ThingsExpo, Sean Lorenz, Technical Product Manager for Xively at LogMeIn, demonstrated how to approach creating broadly successful connected customer solutions using real world business transformation studies including New England BioLabs and more.
Sensor-enabled things are becoming more commonplace, precursors to a larger and more complex framework that most consider the ultimate promise of the IoT: things connecting, interacting, sharing, storing, and over time perhaps learning and predicting based on habits, behaviors, location, preferences, purchases and more. In his session at @ThingsExpo, Tom Wesselman, Director of Communications Ecosystem Architecture at Plantronics, will examine the still nascent IoT as it is coalescing, including what it is today, what it might ultimately be, the role of wearable tech, and technology gaps stil...
One of the biggest impacts of the Internet of Things is and will continue to be on data; specifically data volume, management and usage. Companies are scrambling to adapt to this new and unpredictable data reality with legacy infrastructure that cannot handle the speed and volume of data. In his session at @ThingsExpo, Don DeLoach, CEO and president of Infobright, will discuss how companies need to rethink their data infrastructure to participate in the IoT, including: Data storage: Understanding the kinds of data: structured, unstructured, big/small? Analytics: What kinds and how responsiv...
Today’s enterprise is being driven by disruptive competitive and human capital requirements to provide enterprise application access through not only desktops, but also mobile devices. To retrofit existing programs across all these devices using traditional programming methods is very costly and time consuming – often prohibitively so. In his session at @ThingsExpo, Jesse Shiah, CEO, President, and Co-Founder of AgilePoint Inc., discussed how you can create applications that run on all mobile devices as well as laptops and desktops using a visual drag-and-drop application – and eForms-buildi...
Advanced Persistent Threats (APTs) are increasing at an unprecedented rate. The threat landscape of today is drastically different than just a few years ago. Attacks are much more organized and sophisticated. They are harder to detect and even harder to anticipate. In the foreseeable future it's going to get a whole lot harder. Everything you know today will change. Keeping up with this changing landscape is already a daunting task. Your organization needs to use the latest tools, methods and expertise to guard against those threats. But will that be enough? In the foreseeable future attacks w...
17th Cloud Expo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterprises are using some form of XaaS – software, platform, and infrastructure as a service.
Cloud is not a commodity. And no matter what you call it, computing doesn’t come out of the sky. It comes from physical hardware inside brick and mortar facilities connected by hundreds of miles of networking cable. And no two clouds are built the same way. SoftLayer gives you the highest performing cloud infrastructure available. One platform that takes data centers around the world that are full of the widest range of cloud computing options, and then integrates and automates everything. Join SoftLayer on June 9 at 16th Cloud Expo to learn about IBM Cloud's SoftLayer platform, explore se...