Nokia announced today that it has agreed to acquire 24,392,270
Alcatel- Lucent shares, 9,614,661 Alcatel-Lucent bonds convertible
into new or exchangeable for existing Alcatel-Lucent shares due on
January 30, 2019 (the "2019 OCEANEs") and 2,290,001 Alcatel-Lucent
bonds convertible into new or exchangeable for existing
Alcatel-Lucent shares due on January 30, 2020 (the "2020 OCEANEs",
and together with the 2019 OCEANEs, the "OCEANEs"). Nokia has
agreed to acquire the Alcatel-Lucent shares and OCEANEs through
privately negotiated transactions in consideration for an aggregate
cash payment of EUR 85,372,945 for the Alcatel-Lucent shares
(corresponding to a unit price of EUR 3.50 per share) and EUR
53,667,125.61 for the OCEANEs (corresponding to a unit price of EUR
4.51 per 2019 OCEANE and EUR 4.50 per 2020 OCEANE). All of these
transactions are expected to have settled on or around June 17,
2016.
Following these transactions, Nokia will own
95.33% of the share capital and 95.26% of the voting rights of
Alcatel-Lucent, corresponding to 95.16% of the Alcatel-Lucent
shares on a fully diluted basis.
Nokia intends to file with the French financial
market authority (the "AMF") a public buy-out offer in cash of the
remaining Alcatel-Lucent shares and OCEANEs during the third
quarter of 2016, which will be followed by a squeeze-out in cash
(the "Offer"), in accordance with the General Regulation of the
AMF. The Offer will be subject to the review and clearance of the
AMF.
The Offer price will be determined by Nokia
after the publication of Alcatel-Lucent's second quarter 2016
financial results which is expected to occur on August 4, 2016 and
following the valuation work of the presenting bank appointed by
Nokia in connection with the Offer, Société Générale, in accordance
with applicable rules and regulations. The valuation is expected to
be based on a multicriteria approach reflecting, among other
things, Alcatel-Lucent's latest business plan and the price paid by
Nokia in cash acquisitions of EUR 3.50 per Alcatel-Lucent
share, EUR 4.51 per 2019 OCEANE and EUR 4.50 per 2020 OCEANE. The
Offer price will also be subject to the assessment of the
independent expert appointed by Alcatel-Lucent's board of directors
in accordance with Article 261-1 of the AMF General Regulation. The
independent expert is also expected to issue a fairness opinion
regarding the proposed Offer price.
A stock exchange release will be published in
due course to inform the market of the precise Offer
price.
About Nokia Nokia is a global leader in the technologies
that connect people and things. Powered by the innovation of Nokia
Bell Labs and Nokia Technologies, the company is at the forefront
of creating and licensing the technologies that are increasingly at
the heart of our connected lives.
With state-of-the-art software, hardware and services for any
type of network, Nokia is uniquely positioned to help communication
service providers, governments, and large enterprises deliver on
the promise of 5G, the Cloud and the Internet of Things.
www.nokia.com
Media Enquiries: Nokia Communications Tel. +358 (0) 10
448 4900 Email: press.services@nokia.com
Investor Enquiries: Nokia Investor Relations Tel. +358
4080 3 4080 Email: investor.relations@nokia.com
Microsite details Further information on the transaction
can be found at: www.newconnectivity.com
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 stock exchange 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 "intend", "will", "expect",
and similar expressions. These forward-looking statements include
statements relating to: the expected filing and the filing date of
the Offer with the AMF; the process for determining the price of
the Offer; the expected valuation methodology and the review of the
price of the Offer by Alcatel Lucent's independent expert. 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 statements
are only predictions based upon our current expectations and views
of future events and developments. Risks and uncertainties include:
the contents of Alcatel Lucent's business plan; Alcatel Lucent's
second quarter financial results; review of the Offer by the AMF;
the assessment of the price of the Offer by the Alcatel Lucent's
independent expert; and the impact on Nokia of any of the foregoing
risks or forward-looking statements, as well as other risk factors
listed from time to time in Nokia's and Alcatel Lucent's filings
with the U.S. Securities and Exchange Commissio n ("SEC").
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
stock exchange 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 stock exchange release relates to the
proposed public buy-out offer followed by a squeeze-out announced
by Nokia for all of the ordinary shares and OCEANE convertible
bonds of Alcatel Lucent. This stock exchange 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 or OCEANE convertible bonds of
Alcatel Lucent, nor is it a substitute for the Tender Offer
Statement on Schedule TO or Form CB; the Solicitation /
Recommendation Statement on Schedule 14D-9 to be filed with the
SEC, or Nokia and ALU's draft joint offer document (projet de note
d'information conjointe) to be filed with the Autorité des marchés
financiers (the "AMF") (including the letters of transmittal and
related documents and as amended and supplemented from time to
time, the "Offer Documents"). The proposed public buy-out offer
followed by a squeeze-out is being made only through the Offer
Documents.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE OFFER DOCUMENTS AND ALL OTHER RELEVANT DOCUMENTS THAT NOKIA OR
ALCATEL LUCENT MAY FILE WITH THE SEC OR AMF WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS
AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE PROPOSED PUBLIC BUY-OUT OFFER FOLLOWED BY A
SQUEEZE-OUT.
The information contained in this stock exchange
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 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).
Nokia and ALU's draft joint offer document
(project de note d'information conjointe) which will contain
detailed information with regard to the proposed public buy-out
offer followed by a squeeze-out, will be available on the websites
of the AMF (www.amf-france.org), Nokia (www.nokia.com) and Alcatel
Lucent (www.alcatel-lucent.com) at the time of filing.
HUG#2021075
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