Nokia returns with Redback deal
by Joshua Jaffe TheDeal.com Updated 04:22 PM EST, May-22-2002
Wireless giant Nokia Oy returned to the dealmaking arena in Silicon Valley after a year long absence, acquiring a 10% stake in struggling network equipment-maker Redback Networks Inc.in a transaction small in size but replete with larger significance.
Nokia said Wednesday, May 22, it would invest $34.5 million in cash in Sunnyvale, Calif.-based Redback, a leading manufacturer of broadband aggregation equipment. The Espoo, Finland-based company, famed for the manufacture of mobile handsets, will purchase 17.1 million shares of unregistered stock priced at $2.02 per share leaving it with 10% of Redback's outstanding equity.
Nokia was also granted Redback warrants that could take its stake to 19.9% within 18 months of the closing of the investment. But Redback chief executive Kevin DeNuccio said in a telephone interview that the chance of Nokia taking over his $400 million company is not yet in the cards. "We're not contemplating that at this time," he said.
Nonetheless, the timing of Nokia's latest foray into the Valley is indicative of movements afoot in the network equipment arena. With demand for telecom gear still low, communications equipment vendors are choosing to sign distribution agreements rather than spend money to develop their own products.
"All the companies in this sector are trying to look at ways of getting access to products without spending that much on development and focusing their own development on fewer segments," said Jan Dworsky, an analyst at Credit Agricole Indosuez Chevreux in Stockholm. The upshot: the hoped-for return of the telecom companies to the acquisition trail may be some ways off yet.
Instead, the recent spate of trans-Atlantic networking partnership agreements is being driven by a desire to offer telecommunication carriers a complete range of products. Earlier this week, Silicon Valley-based core and edge router manufacturer Juniper Networks Inc., which already has a cooperation agreement with Nokia-archrival Ericsson AB, signed a reseller agreement with Munich-based Siemens AG.
Nokia and Siemens also both resell San Jose, Calif.-based Cisco Systems Inc.'s core routers, which forward data packets to computer hosts within a network. In contrast, edge routers direct data between local area networks and a backbone network.
Redback's DeNuccio explained that Nokia's equity investment is designed to solidify the sales and technology development agreement that the two sides announced Wednesday. Redback hopes Nokia can boost the sale of its digital subscriber line (DSL) equipment and a new line of large edge routers to wireless telecom carrier customers in Asia and Europe
Nokia in turn hopes Redback can increase sales of its own DSL access multiplexers, or DSLAMs, and smaller edge routers to non-wireless carriers in the US. DSLAMs are located in a carriers' central office and route numerous DSL connections onto a network backbone.
Nokia and Redback will also work to develop in the next 18 months an Internet Protocol architecture for both wireline and wireless carriers that applications developers can design new network services on.
Nokia's nvestment in Redback is its first deal in Silicon Valley this year. The company's last acquisition occurred in July, when it announced the $421 million acquisition of Fremont, Calif.-based Amber Networks Inc., a privately held developer of fault-tolerant network routing platforms.
Nokia is trying to use Amber Network's technology to develop a wireless edge routing system. Ari Lehtoranta, senior vice president at Nokia's broadband systems unit, declined to say whether the company has written off any of that earlier deal. Lehtoranta will join Redback in the wake of its Wednesday's deal with Nokia.
Nokia has consistently looked to Northern California for technology outside of its core competency in the wireless. arena. In December 2000, for example, the company acquired Santa Clara, Calif.-based Internet security device maker Ramp Networks Inc. for $126 million.
In February that year Nokia acquired Santa Cruz, Calif.-based Internet Protocol cluster software designer Network Alchemy Inc. for $325 million. And in 1999 the Finnish company bought Petaluma, Calif.-based Diamond Lane Communications Inc. for $125 million.
In fact, Nokia first entered the DSL equipment market with the Diamond Lane purchase, though the company still trails far behind Paris-based Alcatel SA, Cisco and Murray Hill, N.J.-based Lucent Technologies Inc. in market share.
The Redback deal could help Nokia on that front. For Redback, though, the deal is even more important.
Nokia's investment is designed to provide its investors and customers with assurances that it can achieve its stated break-even point, targeted for the fourth quarter of this year, with its existing cash resources. Prior to the Nokia deal, the company forecasted it would have $125 million at the end of June.
"For Redback, this is a milestone in our strategy that puts the company into a real contender for leadership status in IP networks for the world," said DeNuccio. The company hopes this step will reverse the company's downward spiral, which has seen its stock drop 89% in the past year to its Tuesday close of $2.27.
Nokia's investment was priced at $2.02 per share, because that was the five-day average of Redback's stock for the week ended May 17. The stock is subject to a 90-day lockup period. Its shares began to rise dramatically late last week on rumors that Nokia might take a stake in Redback.
Nokia can acquire additional stock in Redback by exercising warrants six, 12 or 18 months after the deal closes. Their exercise price will be based on Redback's stock price at the time.
Credit Suisse First Boston and and Wilson Sonsini Goodrich & Rosati advised Redback in the transaction. Joel Arnold, Redback's senior vice president for worldwide field operations, led the company's in-house deal team.
Nokia tapped Shearman & Sterling for legal counsel and did not use an outside financial adviser. Jurgen Schmidt, a Nokia vice president, led his company's in-house deal team. |