U.S. DEPARTMENT OF JUSTICE PERMITS NOKIA AND ALCATEL-LUCENT TO PROCEED WITH PROPOSED COMBINATION
(Thomson Reuters ONE) -
U.S. DEPARTMENT OF JUSTICE PERMITS NOKIA AND ALCATEL-LUCENT TO PROCEED WITH
PROPOSED COMBINATION
Nokia Corporation
June 17, 2015 18:00EEST
Helsinki, June 17 2015 - Nokia and Alcatel-Lucent today announced that the
United States Department of Justice has granted early termination of the U.S.
antitrust waiting period for the combination of Nokia and Alcatel-Lucent,
permitting the transaction to proceed. Early termination of the U.S. antitrust
waiting period takes us one important step closer to the closing of
the pending transaction.
The parties continue to make good progress with the regulatory approval
processes in the remaining relevant jurisdictions, with the parties having
already obtained antitrust clearances in Brazil and Serbia. Both companies will
continue to cooperate with the remaining authorities to close their reviews as
quickly as possible.
The transaction remains subject to approval by Nokia shareholders, Nokia holding
over 50.00% of the share capital of Alcatel-Lucent on a fully diluted basis upon
completion of the public exchange offer, receipt of other regulatory approvals
and other customary conditions. The transaction is expected to close in the
first half of 2016.
ABOUT NOKIA
Nokia invests in technologies important in a world where billions of devices are
connected. We are focused on three businesses: network infrastructure software,
hardware and services, which we offer through Nokia Networks; location
intelligence, which we provide through HERE; and advanced technology development
and licensing, which we pursue through Nokia Technologies. Each of these
businesses is a leader in its respective field. http://company.nokia.com
ABOUT ALCATEL-LUCENT
Alcatel-Lucent is the leading IP networking, ultra-broadband access and cloud
technology specialist. It is dedicated to making global communications more
innovative, sustainable and accessible for people, businesses and governments
worldwide. Its mission is to invent and deliver trusted networks to help its
customers unleash their value. Every success has its network.
For more information, visit Alcatel-Lucent on: http://www.alcatel-lucent.com,
read the latest posts on the Alcatel-Lucent blog http://www.alcatel-
lucent.com/blog and follow the Company on Twitter:
http://twitter.com/Alcatel_Lucent.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements that reflect Nokia's and
Alcatel-Lucent's current expectations and views of future events and
developments. Some of these forward-looking statements can be identified by
terms and phrases such as "expect," "will" and similar expressions. These
forward-looking statements include statements relating to the expected timing
of closing of the proposed transaction and satisfaction of conditions precedent,
including regulatory conditions. These forward-looking statements are subject to
a number of risks and uncertainties, many of which are beyond our control, which
could cause actual results to differ materially from such statements. These
forward-looking statements are based on our beliefs, assumptions and
expectations of future performance, taking into account the information
currently available to us. These forward-looking statements are only predictions
based upon our current expectations and views of future events and developments
and are subject to risks and uncertainties that are difficult to predict because
they relate to events and depend on circumstances that will occur in the future.
Risks and uncertainties include the ability of the parties to obtain the
necessary regulatory approvals and consummate the pending transaction.
The forward-looking statements should be read in conjunction with the other
cautionary statements that are included elsewhere, including the Risk Factors
section of the Registration Statement (as defined below), Nokia's and Alcatel-
Lucent's most recent annual reports on Form 20-F, reports furnished on Form 6-K,
and any other documents that Nokia or Alcatel-Lucent have filed with the SEC.
Any forward-looking statements made in this release are qualified in their
entirety by these cautionary statements, and there can be no assurance that the
actual results or developments anticipated by us will be realized or, even if
substantially realized, that they will have the expected consequences to, or
effects on, us or our business or operations. Except as required by law, we
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
IMPORTANT ADDITIONAL INFORMATION
This release relates to the proposed public exchange offer by Nokia to exchange
all of common stock and convertible securities issued by Alcatel-Lucent for new
ordinary shares of Nokia. This release is for informational purposes only and
does not constitute an offer to purchase or exchange, or a solicitation of an
offer to sell or exchange, all of common stock and convertible securities of
Alcatel-Lucent, nor is it a substitute for the Tender Offer Statement on
Schedule TO or the Preliminary Prospectus / Offer to Exchange included in the
Registration Statement on Form F-4 (the "Registration Statement") to be filed by
Nokia with the SEC, the Solicitation / Recommendation Statement on Schedule
14D-9 to be filed by Alcatel-Lucent with the SEC, the listing prospectus of
Nokia to be filed by Nokia with the Finnish Financial Supervisory Authority or
the offer document (note d'information) to be filed by Nokia with, and which
will be subject to the review of, the AMF or the response document (note en
réponse) to be filed by Alcatel-Lucent with the AMF (including the letter of
transmittal and related documents and as amended and supplemented from time to
time, the "Exchange Offer Documents"). No offering of securities shall be made
in the United States except by means of a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933. The proposed exchange offer will
be made only through the Exchange Offer Documents.
The making of the proposed exchange offer to specific persons who are residents
in or nationals or citizens of jurisdictions outside France or the United States
or to custodians, nominees or trustees of such persons (the "Excluded
Shareholders") may be made only in accordance with the laws of the relevant
jurisdiction. It is the responsibility of the Excluded Shareholders wishing to
accept an exchange offer to inform themselves of and ensure compliance with the
laws of their respective jurisdictions in relation to the proposed exchange
offer. The Exchange Offer Documents have not yet been filed with appropriate
regulators, including the SEC. The tender offer will be made only through the
Exchange Offer Documents.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS
AND ALL OTHER RELEVANT DOCUMENTS THAT NOKIA OR ALCATEL-LUCENT HAS FILED OR MAY
FILE WITH THE SEC, AMF, NASDAQ HELSINKI OR FINNISH FINANCIAL SUPERVISORY
AUTHORITY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING THE PROPOSED EXCHANGE OFFER.
The information contained in this release must not be published, released or
distributed, directly or indirectly, in any jurisdiction where the publication,
release or distribution of such information is restricted by laws or
regulations. Therefore, persons in such jurisdictions into which these materials
are published, released or distributed must inform themselves about and comply
with such laws or regulations. Nokia and Alcatel-Lucent do not accept any
responsibility for any violation by any person of any such restrictions.
The Exchange Offer Documents and other documents referred to above, if filed or
furnished by Nokia or Alcatel-Lucent with the SEC, as applicable, will be
available free of charge at the SEC's website (www.sec.gov).
Once the public exchange offer has been filed by Nokia and approved by the AMF,
Nokia's offer document (note d'information) and Alcatel's response document
(note en réponse), containing detailed information with regard to the exchange
offer, will be available on the websites of the AMF (www.amf-france.org), Nokia
(www.nokia.com) and Alcatel-Lucent (www.alcatel-lucent.com).
MICROSITE DETAILS
Further information on the transaction can be found at: www.newconnectivity.com
MEDIA ENQUIRIES
Brunswick (adviser to Nokia)
Tel: +1 202 393 7337 (U.S.)
Tel: +44 (0)207 404 5959 (U.K.)
Alcatel-Lucent Communications
Simon Poulter, simon.poulter(at)alcatel-lucent.com
Tel: +33 (0)1 55 14 10 06
Valerie La Gamba, valerie.la_gamba(at)alcatel-lucent.com
Tel: + 33 (0)1 55 14 15 91
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: NOKIA via GlobeNewswire
[HUG#1929292]
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