Nortel Networks - Holding by Another Co, etc

RNS Number:5140E
Nortel Networks Corp
26 January 2000


For more information:

Media Relations:                
David Chamberlin                   
Nortel Networks                  
[phone]                    
[e-mail] 

Media Relations:
Paul Goyette 
Nortel Networks
[phone]
[e-mail]  


Investor Relations:
Angela McMonagle
Nortel Networks
[phone]
[e-mail]

BCE Plan Heralds Nortel Networks Evolution to Totally Independent, Widely Held,
Internet Powerhouse --A'Win-Win'for Shareholders

BRAMPTON, Ont -- BCE's plan to distribute an approximately 37 percent ownership
interest in Nortel Networks* (NYSE/TSE: NT) to its shareholders will result in a
stronger Nortel Networks, president and chief executive officer John Roth said
today.

"It will unleash us as a totally independent global company focused squarely on
the growth engines of the Internet," Roth said. "It will put us on an equal
footing with our peers in that our ownership and stock will be widely held. With
more shares available to the market more people will be able to participate as
we move to unlock the tremendous potential Nortel Networks has as a leader in
the Internet revolution. It is a 'win-win' for our present and future
shareholders."

Under the proposed plan, a new publicly traded Canadian company will be created
which will own all of the common shares of and continue Nortel Networks. Nortel
Networks public common shareholders will receive one common share in the new
company in exchange for each Nortel Networks common share they now hold, so that
their level of investment is retained. BCE shareholders will retain their  BCE
shares and receive approximately .78 of a common share (subject to adjustment)
in the new company for each BCE common share held. The share exchange will not
be taxable to Canadian or United States Nortel Networks public shareholders.

The transaction will be subject to regulatory, shareholder and court approval,
and receipt of appropriate tax rulings.  Nortel Networks and BCE have signed a
definitive agreement, approved by both Boards of Directors, to implement the
proposed transaction and expect the Plan of Arrangement to be implemented by the
end of the second quarter, 2000.

"BCE and Nortel Nerworks' heritage dates back to over a century ago," added
Roth. "Today's announcement marks our coming of age as a global Internet
powerhouse. With it we will be able to build an even stronger company for our
employees, customers and shareholders, enhancing Canada's role at the forefront
of the Internet revolution."

RBC Dominion Securities, Inc., and Credit Suisse First Boston Corporation are
acting as financial advisors to Nortel Networks on the proposed plan.

EDITOR'S NOTE: Nortel Networks will also hold a press conference and Webcast at
5 pm EST (USA) today, which will be available via satellite, to discuss BCE's
decision to distribute substantially all of its Nortel Networks'
ownership. Roth and Frank Dunn, senior vice president and chief financial
officer at Nortel Networks, will be available to answer questions immediately
following the press conference.

Roth will also issue a five-minute statement to the media at 4:40p.m. EST that
will be available via satellite and will be rebroadcast at 6:05p.m. EST.

Please refer to Nortel Networks Media Alert for Web Site and satellite
coordinates information.

Nortel Networks is a global leader in telephony, data, eBusiness, and wireless
solutions for the Internet. The Company had 1999 U.S. GAAP revenues of US$21.3
billion and serves carrier, service provider and enterprise customers globally.
Today, Nortel. Networks is creating a high-performance Internet that is more
reliable and faster than ever before. It is redefining the economics and
quality of networking and the Internet through Unified Networks* that promise a
new era of collaboration, communications and commerce. Visit us at
www.nortelnetworks.com

 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 impact of price and product
 competition; the dependence on new product development, the impact of rapid
 technological and market change; the ability of Nortel Networks to integrate   
the operations and technologies of acquired businesses in an effective manner;
 general industry and market conditions and growth rates, international growth
 and global economic conditions, particularly in emerging markets and
 including interest rate and currency exchange rate fluctuations; unanticipated
 impact of Year 2000 issues, and the impact of consolidations in the
 telecommunications industry. For additional information with respect to        
certain of these and other factors, see the reports filed by Nortel Networks   
with the United States Securities and Exchange Commission.  Nortel Networks    
disclaims any intention or obligation to update or revise any forward-looking  
statements, whether as a result of new information, future events or otherwise.

*Nortel Networks, the Nortel Networks Globemark, Unified Networks, and How the
world shares ideas are trademarks of Nortel Network.

END

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