Following the clearance decision of Nokia's public buy-out offer in
cash followed by a squeeze-out in cash by the French stock market
authority (Autorité des marchés financiers, "AMF") on September 20,
2016, Nokia announced today that it has commenced the public
buy-out offer pursuant to which it proposes to all holders of
Alcatel-Lucent shares (the "Shares"), bonds convertible into new or
exchangeable for existing Alcatel-Lucent shares due on January 30,
2019 (the "2019 OCEANEs"), and 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") to acquire their securities (the "Public Buy-Out
Offer"). The Public Buy-Out Offer will be followed by a squeeze-out
of the Shares and OCEANEs not tendered into the Public Buy-Out
Offer (the "Squeeze-Out", and together with the Public Buy-Out
Offer, the "Offer"), in accordance with the General Regulation of
the AMF.
The financial terms of the Public Buy-Out Offer are as
follows:
- EUR 3.50 per Alcatel-Lucent Share;
- EUR 4.51 per 2019 OCEANE; and
- EUR 4.50 per 2020 OCEANE.
In the Squeeze-Out, the Shares and OCEANEs not tendered into the
Public Buy-Out Offer will be transferred to Nokia for the same
consideration as the above-mentioned consideration of the
Public-Buy-Out Offer, net of all costs.
The Offer is made exclusively in France and in the United States
pursuant to an exemption from the U.S. tender offer rules provided
by Rule 14d-1(c) and, to the extent applicable, Rule 13e-4(h)(8) of
the U.S. Securities Exchange Act of 1934. Holders of Alcatel-Lucent
Shares and OCEANEs located outside of France and the United States
may not participate in the Public Buy-Out Offer except if, pursuant
to the local laws and regulations applicable to those holders, they
are permitted to do so.
The Public Buy-Out Offer will be open for 10 trading days, from
September 22, 2016 until October 5, 2016 (inclusive), and the
Squeeze-Out will be implemented on October 6, 2016. These dates
were confirmed on September 21, 2016 by the AMF in its notice of
opening and timetable of the Offer, after Nokia and Alcatel-Lucent
had filed their respective "other information" documents relating,
in particular, to their legal, financial and accounting
characteristics.
Documentation relating to the Offer, which includes Nokia and
Alcatel-Lucent's joint offer document (note d'information
conjointe) and Nokia's and Alcatel-Lucent's respective "other
information" documents, is available on the AMF website
(www.amf-france.org), on Nokia's website
(http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction),
and on Alcatel-Lucent's website (www.alcatel-lucent.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
About Nokia
Nokia is a global leader in the technologies that connect people
and things. Powered by the innovation of 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
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 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 opening and expected timetable of the
Public Buy-Out Offer; and the expected implementation date of the
Squeeze-Out. 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: AMF's regulation of the Offer 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 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 Nokia's Public Buy-Out
Offer followed by a Squeeze-Out 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 Nokia and
Alcatel-Lucent's joint offer document (note d'information
conjointe) filed by Nokia with, and which received visa No. 16-438
from the AMF on September 20, 2016 (as amended and supplemented
from time to time, the "Offer Document"). The Public Buy-Out Offer
followed by a Squeeze-Out is being made only through the Offer
Document.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE OFFER
DOCUMENT AND ALL OTHER RELEVANT DOCUMENTS THAT NOKIA OR
ALCATEL-LUCENT MAY FURNISHED OR 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 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 Document and other documents referred to above, if
furnished by Nokia or Alcatel-Lucent with the SEC, will be
available free of charge at the SEC's website (www.sec.gov).
Nokia and Alcatel-Lucent's joint offer document (note
d'information conjointe) which received from the AMF the visa No.
16-438 date September 20, 2016 and contains detailed information
with regard to the Public Buy-Out Offer followed by a Squeeze-Out,
as well as Nokia's and Alcatel-Lucent's respective "other
information" documents relating in particular to their legal,
financial and accounting characteristics, are available on the
websites of the AMF (www.amf-france.org), Nokia (www.nokia.com) and
Alcatel-Lucent (www.alcatel-lucent.com).
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