Following the clearance decision of Nokia's proposed public
exchange offer for Alcatel-Lucent by the French stock market
authority (Autorité des Marchés Financiers, the "AMF") on November
12, 2015, Nokia announced today that it has filed with the AMF its
"Other Information" document. The filing, as required by the AMF's
General Regulation, relates to the legal, financial and accounting
characteristics of Nokia. This document refers to Nokia's English
language listing prospectus dated October 23, 2015 relating to the
proposed combination with Alcatel-Lucent (the "Listing
Prospectus"), which was supplemented on November 16, 2015 and has
been notified by the Finnish Financial Supervisory Authority to the
AMF in accordance with the European passporting mechanism provided
for in the EU Prospectus Directive. On November 17, 2015,
Alcatel-Lucent has also filed its "Other Information" document
relating to the legal, financial and accounting characteristics of
Alcatel-Lucent.
The AMF also today published an opening notice of the French
offer, and Euronext Paris published a notice summarizing the terms
of the French offer and specifying its timetable and the closing
conditions. The French offer will be open for 26 French trading
days, from November 18, 2015 until and including December 23, 2015,
and will be settled on January 7, 2016.
In addition, Euronext Paris announced today that it has approved
the admission to listing and trading on the regulated market of
Euronext in Paris of the 3 954 650 462 existing ordinary
shares of Nokia. Such listing and trading will take place through
the direct listing procedure and commence on November 19, 2015, at
9:00 am (CET). The reference price will be the closing price of
Nokia's shares on NASDAQ OMX Helsinki Ltd. ("Nasdaq Helsinki") on
November 18, 2015. All the existing Nokia shares will thereafter be
listed on Nasdaq Helsinki, on Euronext Paris and, through American
depositary shares, on the New York Stock Exchange.
Both Nokia's and Alcatel-Lucent's "Other Information" documents
are available on Nokia's website at
http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction.
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
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 "will", "would" and similar expressions. These
forward-looking statements include statements relating to: the
approval and passporting of Nokia's listing prospectus and its
supplement; the expected timeline of the exchange offer; and the
listing of the existing Nokia shares on Euronext Paris. 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:
Nokia's ability to comply with the relevant rules and regulations
(including Euronext Paris rules); the success of the exchange
offer; the performance of the global economy; and the impact on the
combined company (after giving effect to the proposed transaction
with Alcatel Lucent) 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 Commission ("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 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
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, ADSs or
convertible securities of Alcatel Lucent, nor is it a substitute
for the Tender Offer Statement on Schedule TO; the Registration
Statement on Form F-4 (the "Registration Statement") (Registration
No. 333- 206365) or the Solicitation / Recommendation Statement on
Schedule 14D-9 each as filed or will be filed with the SEC, the
listing prospectus and listing prospectus supplement of Nokia filed
with the Finnish Financial Supervisory Authority or Nokia's offer
document (note d'information) and Alcatel Lucent's response
document (note en réponse) filed with the Autorité des marchés
financiers ("AMF") on October 29, 2015 and which received the visa
of the AMF on November 12, 2015 (including the letters 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 exchange offer is being made only
through the Exchange Offer Documents.
The making of the 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 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 IMPORTANT INFORMATION THAT
INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING THE PROPOSED EXCHANGE OFFER.
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 Exchange Offer Documents and other documents referred to
above, if filed or furnished by Nokia or Alcatel Lucent with the
SEC, as applicable, are available free of charge at the SEC's
website (www.sec.gov).
Nokia's offer document (note d'information) and Alcatel Lucent's
response document (note en réponse), which received visa No. 15-573
and No. 15-574 respectively from the AMF, containing detailed
information with regard to the exchange offer, are available on the
websites of the AMF (www.amf-france.org), Nokia (www.nokia.com) and
Alcatel Lucent (www.alcatel-lucent.com).
HUG#1967408
Nokia (NYSE:NOK)
Historical Stock Chart
From Feb 2024 to Mar 2024
Nokia (NYSE:NOK)
Historical Stock Chart
From Mar 2023 to Mar 2024