The French stock market authority, Autorité des Marchés Financiers
(the "AMF"), today published the results of the reopened offer
period of Nokia's public exchange offer for Alcatel-Lucent
securities in France and in the United States (the "Reopened
Offer").
426 695 572 Alcatel-Lucent ordinary shares, 52 286 499 American
depositary shares ("ADSs"), 4 795 096 OCEANE 2018 convertible
bonds, 19 971 720 OCEANE 2019 convertible bonds, and 56 644 832
OCEANE 2020 convertible bonds have been tendered into the Reopened
Offer in France and/or in the U.S (Alcatel-Lucent shares, ADSs and
convertible bonds together the "Alcatel-Lucent Securities"). As a
consequence, following settlement of the Reopened Offer which is
expected to occur on February 12, 2016, Nokia will hold 91.25% of
the share capital and at least 91.17% of the voting rights of
Alcatel Lucent, 99.62% of the outstanding OCEANE 2018 convertible
bonds, 37.18% of the outstanding OCEANE 2019 convertible bonds, and
68.17% of the outstanding OCEANE 2020 convertible bonds. This
equates to Nokia holding 88.07% of the share capital on a fully
diluted basis.
Nokia will convert all of the OCEANE convertible bonds it will
hold following settlement of the Reopened Offer on February 12,
2016. Consequently, less than 15% of the 2018 OCEANE convertible
bonds will be outstanding and Nokia will cause Alcatel-Lucent to
redeem at par value, plus accrued interest from the date the
interest was last paid, to the date set for the early redemption
all of the outstanding 2018 OCEANE convertible bonds, pursuant to
the terms and conditions of such OCEANE convertible bonds. After
the conversion of the OCEANE convertible bonds tendered into the
Reopened Offer at the applicable improved conversion ratios, Nokia
will hold 92.34% of the share capital and at least 92.26% of the
voting rights of Alcatel-Lucent.
As previously announced, the Alcatel-Lucent ADS program will be
terminated following the settlement of the Reopened Offer, on
February 24, 2016, and Nokia intends to cause Alcatel-Lucent to
delist Alcatel-Lucent's ADSs from the New York Stock Exchange
("NYSE") and, subject to applicable law, deregister
Alcatel-Lucent's ADSs under U.S. securities laws.
Based on the results of the Reopened Offer Nokia will issue
320 701 193 new shares ("Shares", each a "Share") as
consideration for the Alcatel-Lucent Securities tendered into the
Reopened Offer. The Shares will be issued in deviation from
shareholders' pre-emptive right to subscription based on a
resolution by the Board of Directors on January 6, 2016 and an
authorization by the Extraordinary General Meeting held on December
2, 2015.
The Shares will be paid by contribution in kind with
Alcatel-Lucent Securities that have been tendered into the Reopened
Offer. The subscription price will be recorded in Nokia's fund for
invested non-restricted equity and, consequently, Nokia's share
capital will remain unchanged at EUR 245 896 461.96.
Nokia expects to register the Shares with the Finnish Trade
Register on February 12, 2016. After the registration the total
number of Nokia's shares will equal 5 769 443 837.
The Shares will carry the right to dividends and all other
shareholder rights as of the registration date. The trading in the
Shares is expected to commence on Nasdaq Helsinki and Euronext
Paris as of February 15, 2016 and the trading in the new Nokia ADSs
representing the Shares to commence on the NYSE as of February 15,
2016. The delivery by Euronext Paris of the new Nokia Shares to the
relevant financial intermediaries of Alcatel-Lucent security
holders is expected on February 15, 2016 and the new Nokia ADSs are
expected to be registered in the name of the former registered
Alcatel-Lucent ADS holders on February 12, 2016.
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
ENQUIRIES
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 current expectations and views of future
events and developments. Some of these forward-looking statements
can be identified by terms and phrases such as "believe," "will",
"would" and similar expressions. These forward-looking statements
include statements relating to: the expected date of settlement of
the reopened offer; the holding of Nokia in Alcatel-Lucent
following settlement of the reopened offer; Nokia's intentions with
respect to the Alcatel-Lucent American Depositary Shares ("ADSs")
after the settlement of the reopened offer; and Nokia's intentions
with respect to the redemption of the OCEANEs. 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:
regulatory and contractual restrictions applicable to Nokia's
transactions in Alcatel Lucent securities; and the impact on the
combined company (after giving effect to the 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, 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
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
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 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#1984975
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