Amended Statement of Ownership: Solicitation (sc 14d9/a)
November 23 2015 - 1:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2 to
Alcatel
Lucent
(Name of Subject Company)
Alcatel
Lucent
(Name of Persons Filing Statement)
Ordinary
shares, nominal value EUR 0.05 per ordinary share
American Depositary Shares, each representing one ordinary share, nominal
value EUR 0.05 per ordinary share
(Title of Class of Securities)
FR0000130007 013904305
(CUSIP Number of Class of Securities)
Jean Raby
Chief
Financial and Legal Officer
Alcatel Lucent
148/152 Route de la Reine
92100 Boulogne-Billancourt
France
Telephone Number
+33 (1) 55 14 10 10
Facsimile Number +33 (1) 55 14 14 05
(Name, address and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
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Gauthier Blanluet
Sullivan & Cromwell LLP
24, rue Jean-Goujon 75008
Paris France
Facsimile Number +33 (1) 73 04 10 10 |
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Richard C. Morrissey
Sullivan & Cromwell LLP
1 New Fetter Lane London
EC4A 1AN United Kingdom
Facsimile Number +44 (0) 20 7959 8950 |
¨ |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 2 (this Amendment) supplements Item 9 (but no other Items) of the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the U.S. Securities and Exchange Commission (the SEC) on November 18, 2015, and as amended on November 19, 2015 (the Schedule
14D-9), by Alcatel Lucent, a French société anonyme (Alcatel Lucent). The Schedule 14D-9 relates to an exchange offer comprised of two offers (separately, the U.S. Offer and the
French Offer and collectively, the Exchange Offer) by Nokia Corporation, a Finnish Corporation (Nokia), as disclosed in the Tender Offer Statement on Schedule TO (together with the exhibits
thereto, as amended, the Schedule TO), filed by Nokia with the SEC on November 18, 2015, the date of the Schedule 14D-9.
Item 9. Exhibits
Item 9 of the Schedule
14D-9 is hereby supplemented:
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Exhibit
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Description |
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(a)(49) |
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Homepage Banner Ads (incorporated by reference to the filing under Rule 425 with the SEC by Alcatel Lucent on November 23, 2015) |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ALCATEL LUCENT |
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Date: November 23, 2015 |
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By: |
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/s/ Jean Raby |
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Name: Jean Raby |
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Title: Chief Financial and Legal Officer |