Cienna was prepared to pay millions more for Nortel's Metro Ethernet business

In five days, $30 million vanished from the final deal value.

A  mere five days before Ciena (NASDAQ: CIEN) announced it's deal to purchase Nortel's (NRTLQ.PK) Metro Ethernet Networks business, Ciena was prepared to pay US$10 million in cash more for it.

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Earlier this week, All About Nortel blogger, Mark Evans, revealed a press release dated October 2 that indicated Ciena was ready to announce the deal at $400 million cash and 10 million in shares of Ciena common stock.  As of that date, with Ciena's stock trading at about $14 a share, the stock portion of the deal was valued at $151 million. Ergo the total deal would have netted Nortel creditors $551 million.

However, when the deal was announced Wednesday, Ciena's offer was substantially lower, at $390 million in cash. And based on a per share price that dropped about two dollars for Ciena, the 10 million shares were worth $131 million, for a total deal of $521 million. That's five days and minus $30 million.

To  put it another way, that delay trimmed $2 million per day of Nortel creditor cash or $6 million per day of evaporated value when factoring in shares to be issued by Ciena to Nortel creditors.

The MEN business includes Nortel's optical networking and Carrier Ethernet assets. The two companies earlier this week confirmed they were in an advanced stage of negotiations for the sale

The assets to be acquired generated approximately $1.36 billion in revenue for Nortel in 2008 and $556 million in the first six months of 2009. Nortel says it has deployed 430,000 optical nodes to more than 1,000 customers in 65 countries, making Nortel – along with Ciena – one of the leading optical transport and switching vendors worldwide.

Various analyst estimates peg the value of MEN between $500 million and $1 billion.

The product and technology assets to be acquired include Nortel's long-haul optical transport portfolio, including the 40G/100Gbps systems; metro optical Ethernet switching and transport solutions; Ethernet transport, aggregation and switching technology; multiservice SONET/SDH product families; and network management software products. The agreement also includes all patents and intellectual property that are predominantly used in the businesses, and provides for the transition of substantially all of Nortel's Optical Networking and Carrier Ethernet customer contracts.

The transaction is not a done deal. It is subject to a "stalking horse" competitive bidding process and requires the approval of the United States Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice. The transaction is also subject to customary closing conditions, including receipt of necessary regulatory approvals.

Nortel is liquidating assets after having failed to restructure the company under Chapter 11 bankruptcy as a viable telecom competitor. To date, Nortel has sold its CDMA and LTE wireless assets to Ericsson for just more than $1 billion and its Enterprise Solutions business to Avaya for just less than $1 billion. It's also looking to sell its GSM wireless business.

Tags nortelCienna

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Network World staff

Network World

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