Nokia announces receipt of all required regulatory approvals to proceed with the filing of its public exchange offer for Alcatel-Lucent
(Thomson Reuters ONE) -
Nokia Corporation
Stock Exchange Release
October 21, 2015 at 15:40 (CET +1)
Nokia announces receipt of all required regulatory approvals to proceed with the
filing of its public exchange offer for Alcatel-Lucent
Espoo, Finland - Nokia announced today that it has satisfied all of the material
conditions to the filing of its public exchange offer ("Exchange Offer") for
Alcatel-Lucent. This follows the decision by the French Ministry of Economy
(MINEFI) to approve the proposed transaction today.
"Today's approval by France moves Nokia an important step closer to joining with
Alcatel-Lucent and creating a new leader in next generation technology and
services for an IP connected world," said Nokia President and CEO, Rajeev Suri.
"I would like to thank French Minister of the Economy Emmanuel Macron and his
team for the constructive engagement we have enjoyed throughout this process. We
now look forward to providing our shareholders with the opportunity to approve
the proposed transaction, and to giving Alcatel-Lucent shareholders and
convertible bondholders the chance to exchange their securities for shares in
Nokia. We firmly believe that this combination is a long-term value creation
opportunity for both sets of investors and other stakeholders."
With such material regulatory approvals now received, Nokia intends to proceed
with the filing of the Exchange Offer for Alcatel-Lucent securities. The
Exchange Offer will comprise of a French public exchange offer (the "French
Offer") and a U.S. public exchange offer (the "U.S. Offer"). Once the Exchange
Offer period opens, the proposed transaction will remain subject to approval by
Nokia shareholders and the successful closing of the Exchange Offer. The initial
Exchange Offer settlement date is expected to be in the first quarter of 2016.
As part of the Exchange Offer, consideration of 0.55 of a newly issued ordinary
share of Nokia (subject to adjustments for any dividend other than the
previously paid Nokia dividend for 2014) will be offered in exchange for each
ordinary share of Alcatel-Lucent (including ordinary shares of Alcatel-Lucent
represented by American depositary shares) issued and outstanding and tendered
into the Exchange Offer. An equivalent offer will be made for each outstanding
class of Alcatel-Lucent OCEANEs (OCEANE 2018, OCEANE 2019 and OCEANE 2020).
The U.S. Offer will be made pursuant to a registration statement on Form F-4
filed initially with the Securities and Exchange Commission on August 14, 2015.
The French Offer will be made pursuant to a separate French offer document that
will be filed later with the Autorité des Marchés Financiers.
About Nokia
By focusing on the human possibilities of technology, Nokia embraces the
connected world to help people thrive. Our three businesses are leaders in their
fields: Nokia Networks provides broadband infrastructure, software and services;
HERE provides mapping, navigation and location intelligence; and Nokia
Technologies provides advanced technology development and licensing.
www.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.
MICROSITE DETAILS
Further information on the transaction can be found at: www.newconnectivity.com
MEDIA ENQUIRIES
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services(at)nokia.com
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
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 "anticipate," "should," "likely," "foresee,"
"believe," "estimate," "expect," "intend," "continue," "could," "may," "plan,"
"project," "predict," "will" and similar expressions. These forward-looking
statements include statements relating to the expected timing of the filing,
opening, closing and settlement of the proposed public exchange offers,
satisfaction of conditions precedent, including stock exchange clearances and
shareholder approvals and the value of the combined company. 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 stock exchange clearances to open
the public exchange offers, and minimum tender acceptances and shareholder
approvalto close and ultimately to 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 the ordinary shares, American Depositary Shares ("ADSs") and convertible
securities issued by Alcatel Lucent for new ordinary shares and ADSs 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, any ordinary shares, ADSs or 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"), a preliminary draft of
which was filed by Nokia with the SEC on August 14, 2015, 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 French
Autorité des marchés financiers ("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. Other than the preliminary draft of the Registration Statement, 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, including the
preliminary Registration Statement, are or 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 Lucent's response
document (note en réponse), containing detailed information with regard to the
French public 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).
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
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