Form 8-K MITEL NETWORKS CORP For: Nov 17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November�17, 2014

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MITEL NETWORKS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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Canada	�	001-34699	�	98-0621254
(State or Other Jurisdiction of Incorporation)	�	(Commission File Number)	�	(I.R.S. Employer Identification No.)

350 Legget Drive

Ottawa, Ontario K2K 2W7

(Address of Principal Executive Offices) (Zip Code)

(613) 592-2122

(Registrant�s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item�7.01

Regulation FD

On November�17, 2014, Mitel Networks Corporation issued a press release. The full text of the press release is set forth in Exhibit�99.1 attached hereto and incorporated herein.

The information in this Item�7.01, including Exhibit�99.1 attached hereto, is being �furnished� and not �filed� with the Securities and Exchange Commission for purposes of Section�18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference.

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Item�9.01

Financial Statements and Exhibits.

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(d)

Exhibits.

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99.1

Press Release dated November�17, 2014

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November�17, 2014

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Exhibit 99.1

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	��	NEWS RELEASE

Mitel Withdraws ShoreTel Acquisition Proposal

OTTAWA, Ontario � November�17, 2014 � Mitel^� (Nasdaq: MITL) (TSX: MNW), a global leader in business communications, today announced that it has withdrawn its proposal to acquire all outstanding shares of ShoreTel (Nasdaq:SHOR) common stock. The decision to terminate the proposal early was made in light of the repeated refusal of ShoreTel�s Board of Directors to engage in discussions of any kind regarding a potential transaction.

About�Mitel

Powering more than 2 billion connections every day, Mitel (NASDAQ: MITL; TSX: MNW) helps businesses connect, collaborate and take care of their customers. That includes more than 33�million cloud connections daily, making Mitel the world�s fastest growing provider of cloud communications. Our business communications experts serve more than 60�million users with over 2500 channel partners in more than 100 countries. We have #1 market share in EMEA and have been identified by top industry analyst firms as a business communications leader.�For more information, go to�www.mitel.com and follow us on Twitter @Mitel

Forward Looking Statements

Some of the statements in this press release, including with respect to the proposal to acquire ShoreTel and the benefits of a potential transaction, are forward-looking statements (or forward-looking information) within the meaning of applicable U.S. and Canadian securities laws. These include statements using the words believe, target, outlook, may, will, should, could, estimate, continue, expect, intend, plan, predict, potential, project and anticipate, and similar statements which do not describe the present or provide information about the past. There is no guarantee that the expected events or expected results will actually occur. Such statements reflect the current views of management of Mitel and are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, operational and other factors. Any changes in these assumptions or other factors could cause actual results to differ materially from current expectations. All forward-looking statements attributable to Mitel, or persons acting on its behalf, and are expressly qualified in their entirety by the cautionary statements set forth in this paragraph. Undue reliance should not be placed on such statements. In addition, material risks that could cause results of operations to differ include the Mitel�s ability to achieve or sustain profitability in the future since its acquisition of Aastra; fluctuations in the quarterly and annual revenues and operating results; fluctuations in foreign exchange rates; current and ongoing global economic instability, political unrest and related sanctions, particularly in connection with the Ukraine and the Middle East; intense competition; reliance on channel partners for a significant component of sales; dependence upon a small number of outside contract manufacturers to manufacture products; the ability to successfully integrate the acquisition of Aastra and realize certain synergies; and, our ability to implement and achieve our business strategies successfully. Additional risks are described under the heading �Risk Factors� in Mitel�s Transition Report on Form 10-K for the eight month period ended December�31, 2013, filed with the Securities and Exchange Commission on March�31, 2014. Forward-looking statements speak only as of the date they are made. Except as required by law, we do not have any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.

Mitel is the registered trademark of Mitel Networks Corporation.

All other trademarks are the property of their respective owners.

MITL-F

Contact Information

Amy MacLeod (media), 613-592-2122 x71245, [email protected]

Cynthia Navarro (industry analysts), 469-574-8113, [email protected]

Michael McCarthy (investor relations), 469-574-8134, [email protected]

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