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LG Electronics, Nortel Sign Definitive Agreement to Establish Joint Venture for Telecom, Networking Solutions

  • 17 August, 2005 15:08

<p>SEOUL, South Korea – LG Electronics [KSE:06657.KS] and Nortel* [NYSE/TSX: NT] today signed a definitive agreement to form a joint venture that will offer telecom and networking solutions in the wireline, optical, wireless and enterprise areas for South Korean and global customers.</p>
<p>The agreement was signed in Seoul, South Korea by S.S. Kim, chief executive officer and vice-chairman of LG Electronics and Bill Owens, vice-chairman and chief executive officer of Nortel. The joint venture will be tentatively named LG-Nortel Co. Ltd. This entity will combine the telecommunication infrastructure business of LG Electronics and the distribution and service business of Nortel in South Korea.</p>
<p>The LG-Nortel joint venture will support the strategies of both companies for ongoing development of leading-edge wireline, optical, wireless and enterprise communications and networking solutions to ignite and power global commerce. It will also reflect the companies’ commitment to leveraging best-in-class resources and expertise by joining forces with leading players in key markets, while harnessing the technology leadership of South Korea.</p>
<p>“Today is another milestone for Nortel as we continue to demonstrate our commitment to open up the Asia region with a best-in-class technology leader,” Owens said. “South Korea leads the world in embracing technology that enhances the human experience. Our relationship with LG better positions Nortel in the dynamic and growing Asia market, will expedite research and development, and will benefit our global customers. Nortel is clearly playing to win.”</p>
<p>“LG Electronics’ R&amp;D excellence coupled with Nortel’s global presence will make this joint venture a top-ranking player in the telecommunications equipment market,” Kim said. “Our relationship will further strengthen the two companies’ collaboration in setting standards for next generation infrastructure and improving time-to-market in this competitive environment.”</p>
<p>Nortel will own 50 percent plus one share in the joint venture, in exchange for which Nortel will contribute its South Korean distribution and services business and pay US$145 million and other non-monetary consideration. Separately, LG Electronics may be entitled to payments over a two-year period based on achievement by the joint venture of certain business goals.</p>
<p>LG Electronics and Nortel will nominate certain key executives to the management team of the joint venture. It is the intention of the parties to nominate J. R. Lee from LG Electronics to be chief executive officer and Paul House from Nortel to be chief operating officer. The LG Electronics Infrastructure business and Nortel’s South Korean operations had aggregate revenues of KRW 600 billion (US$530 million) in 2004.</p>
<p>Closing of the transaction is subject to satisfaction of certain conditions, including regulatory and other approvals, and is anticipated by year end.</p>
<p>J. P. Morgan advised Nortel and Lehman Brothers and Woori Securities advised LG Electronics in this transaction.</p>
<p>About LG Electronics
LG Electronics is a global leader in providing cutting-edge convergent electronics, information and communications products designed to meet the diverse needs of fast-changing consumers. With consolidated sales of US$37.7 billion and overseas sales of US$ 32.6 billion (86% of total sales), LG Electronics employs more than 70,000 employees in 76 subsidiaries located in 39 countries and operates four business units including Mobile Communications, Digital Appliance, Digital Display and Digital Media. LG Electronics Mobile Communications Company is the world’s leading manufacturer of WCDMA (UMTS), CDMA and GSM handsets, and the fastest growing manufacturer of mobile phones worldwide. The company provides a total range of wired and wireless solutions, and is rapidly establishing a global presence as it cultivates international market share in 3G handsets. For more information please visit www.lge.com.</p>
<p>About Nortel
Nortel is a recognized leader in delivering communications capabilities that enhance the human experience, ignite and power global commerce, and secure and protect the world’s most critical information. Serving both service provider and enterprise customers, Nortel delivers innovative technology solutions encompassing end-to-end broadband, Voice over IP, multimedia services and applications, and wireless broadband designed to help people solve the world’s greatest challenges. Nortel does business in more than 150 countries. For more information, visit Nortel on the Web at www.nortel.com. For the latest Nortel news, visit www.nortel.com/news.</p>
<p>Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors which could cause results or events to differ from current expectations include, among other things: the outcome of regulatory and criminal investigations and civil litigation actions related to Nortel’s restatements and the impact any resulting legal judgments, settlements, penalties and expenses could have on Nortel’s results of operations, financial condition and liquidity, and any related potential dilution of Nortel’s common shares; the findings of Nortel’s independent review and implementation of recommended remedial measures; the outcome of the independent review with respect to revenues for specific identified transactions, which review will have a particular emphasis on the underlying conduct that led to the initial recognition of these revenues; the restatement or revisions of Nortel’s previously announced or filed financial results and resulting negative publicity; the existence of material weaknesses in Nortel’s internal control over financial reporting and the conclusion of Nortel’s management and independent auditor that Nortel’s internal control over financial reporting is ineffective, which could continue to impact Nortel’s ability to report its results of operations and financial condition accurately and in a timely manner; the impact of Nortel’s and NNL’s failure to timely file their financial statements and related periodic reports, including Nortel’s inability to access its shelf registration statement filed with the United States Securities and Exchange Commission (SEC); ongoing SEC reviews, which may result in changes to Nortel’s and NNL’s public filings; the impact of management changes, including the termination for cause of Nortel’s former CEO, CFO and Controller in April 2004; the sufficiency of Nortel’s restructuring activities, including the work plan announced on August 19, 2004 as updated on September 30, 2004 and December 14, 2004, including the potential for higher actual costs to be incurred in connection with restructuring actions compared to the estimated costs of such actions; cautious or reduced spending by Nortel’s customers; increased consolidation among Nortel’s customers and the loss of customers in certain markets; fluctuations in Nortel’s operating results and general industry, economic and market conditions and growth rates; fluctuations in Nortel’s cash flow, level of outstanding debt and current debt ratings; Nortel’s monitoring of the capital markets for opportunities to improve its capital structure and financial flexibility; Nortel’s ability to recruit and retain qualified employees; the use of cash collateral to support Nortel’s normal course business activities; the dependence on Nortel’s subsidiaries for funding; the impact of Nortel’s defined benefit plans and deferred tax assets on results of operations and Nortel’s cash flow; the adverse resolution of class actions, litigation in the ordinary course of business, intellectual property disputes and similar matters; Nortel’s dependence on new product development and its ability to predict market demand for particular products; Nortel’s ability to integrate the operations and technologies of acquired businesses in an effective manner; the impact of rapid technological and market change; the impact of price and product competition; barriers to international growth and global economic conditions, particularly in emerging markets and including interest rate and currency exchange rate fluctuations; the impact of rationalization and consolidation in the telecommunications industry; changes in regulation of the Internet; the impact of the credit risks of Nortel’s customers and the impact of customer financing and commitments; stock market volatility generally and as a result of acceleration of the settlement date of Nortel’s forward purchase contracts; negative developments associated with Nortel’s supply contracts and contract manufacturing agreements, including as a result of using a sole supplier for a key component of certain optical networks solutions; the impact of Nortel’s supply and outsourcing contracts that contain delivery and installation provisions, which, if not met, could result in the payment of substantial penalties or liquidated damages; any undetected product defects, errors or failures; and the future success of Nortel’s strategic alliances. For additional information with respect to certain of these and other factors, see the most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed by Nortel 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.</p>
<p>-end-</p>
<p>*Nortel, the Nortel logo and the Globemark are trademarks of Nortel Networks.</p>

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