Welcome!

Microsoft Cloud Authors: Stackify Blog, Liz McMillan, David H Deans, Automic Blog, Pat Romanski

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
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
SYS-CON Events announced today that T-Mobile will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. As America's Un-carrier, T-Mobile US, Inc., is redefining the way consumers and businesses buy wireless services through leading product and service innovation. The Company's advanced nationwide 4G LTE network delivers outstanding wireless experiences to 67.4 million customers who are unwilling to compromise on ...
SYS-CON Events announced today that Super Micro Computer, Inc., a global leader in compute, storage and networking technologies, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Supermicro (NASDAQ: SMCI), the leading innovator in high-performance, high-efficiency server technology, is a premier provider of advanced server Building Block Solutions® for Data Center, Cloud Computing, Enterprise IT, Hadoop/...
NHK, Japan Broadcasting, will feature the upcoming @ThingsExpo Silicon Valley in a special 'Internet of Things' and smart technology documentary that will be filmed on the expo floor between November 3 to 5, 2015, in Santa Clara. NHK is the sole public TV network in Japan equivalent to the BBC in the UK and the largest in Asia with many award-winning science and technology programs. Japanese TV is producing a documentary about IoT and Smart technology and will be covering @ThingsExpo Silicon Val...
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, discussed how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team at D...
The 20th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held June 6-8, 2017, at the Javits Center in New York City, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal ...
The age of Digital Disruption is evolving into the next era – Digital Cohesion, an age in which applications securely self-assemble and deliver predictive services that continuously adapt to user behavior. Information from devices, sensors and applications around us will drive services seamlessly across mobile and fixed devices/infrastructure. This evolution is happening now in software defined services and secure networking. Four key drivers – Performance, Economics, Interoperability and Trust ...
SYS-CON Events announced today that CollabNet, a global leader in enterprise software development, release automation and DevOps solutions, will be a Bronze Sponsor of SYS-CON's 20th International Cloud Expo®, taking place from June 6-8, 2017, at the Javits Center in New York City, NY. CollabNet offers a broad range of solutions with the mission of helping modern organizations deliver quality software at speed. The company’s latest innovation, the DevOps Lifecycle Manager (DLM), supports Value S...
With billions of sensors deployed worldwide, the amount of machine-generated data will soon exceed what our networks can handle. But consumers and businesses will expect seamless experiences and real-time responsiveness. What does this mean for IoT devices and the infrastructure that supports them? More of the data will need to be handled at - or closer to - the devices themselves.
Web Real-Time Communication APIs have quickly revolutionized what browsers are capable of. In addition to video and audio streams, we can now bi-directionally send arbitrary data over WebRTC's PeerConnection Data Channels. With the advent of Progressive Web Apps and new hardware APIs such as WebBluetooh and WebUSB, we can finally enable users to stitch together the Internet of Things directly from their browsers while communicating privately and securely in a decentralized way.
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
Multiple data types are pouring into IoT deployments. Data is coming in small packages as well as enormous files and data streams of many sizes. Widespread use of mobile devices adds to the total. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will look at the tools and environments that are being put to use in IoT deployments, as well as the team skills a modern enterprise IT shop needs to keep things running, get a handle on all this data, and deli...
Grape Up is a software company, specialized in cloud native application development and professional services related to Cloud Foundry PaaS. With five expert teams that operate in various sectors of the market across the USA and Europe, we work with a variety of customers from emerging startups to Fortune 1000 companies.
Financial Technology has become a topic of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 20th Cloud Expo at the Javits Center in New York, June 6-8, 2017, will find fresh new content in a new track called FinTech.
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 20th Cloud Expo, which will take place on June 6-8, 2017 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 add...
The Internet of Things is clearly many things: data collection and analytics, wearables, Smart Grids and Smart Cities, the Industrial Internet, and more. Cool platforms like Arduino, Raspberry Pi, Intel's Galileo and Edison, and a diverse world of sensors are making the IoT a great toy box for developers in all these areas. In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists discussed what things are the most important, which will have the most profound e...
SYS-CON Events announced today that Hitachi, the leading provider the Internet of Things and Digital Transformation, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Hitachi Data Systems, a wholly owned subsidiary of Hitachi, Ltd., offers an integrated portfolio of services and solutions that enable digital transformation through enhanced data management, governance, mobility and analytics. We help globa...
SYS-CON Events announced today that Grape Up will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct. 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Grape Up is a software company specializing in cloud native application development and professional services related to Cloud Foundry PaaS. With five expert teams that operate in various sectors of the market across the U.S. and Europe, Grape Up works with a variety of customers from emergi...
@ThingsExpo has been named the Most Influential ‘Smart Cities - IIoT' Account and @BigDataExpo has been named fourteenth by Right Relevance (RR), which provides curated information and intelligence on approximately 50,000 topics. In addition, Right Relevance provides an Insights offering that combines the above Topics and Influencers information with real time conversations to provide actionable intelligence with visualizations to enable decision making. The Insights service is applicable to eve...
SYS-CON Events announced today that Hitachi Data Systems, a wholly owned subsidiary of Hitachi LTD., will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City. Hitachi Data Systems (HDS) will be featuring the Hitachi Content Platform (HCP) portfolio. This is the industry’s only offering that allows organizations to bring together object storage, file sync and share, cloud storage gateways, and sophisticated search an...