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Disclaimer:
Forward-looking statements This presentation contains forward-looking
statements that reflect Nokias and Alcatel-Lucents current expectations and
views of future events and developments. Some of these forward-looking
statements can be identified by terms and phrases such as anticipate,
should, likely, foresee, believe, estimate, intend, continue,
could, may, plan, project, predict, will, and similar
expressions. These forward-looking statements include statements relating to:
the expected characteristics of the combined company; expected ownership of
the combined company by Nokia and Alcatel-Lucent shareholders; the target
annual run rate cost synergies for the combined group; expected customer
reach of the combined group; expected financial results of the combined
group; expected timing of closing of the proposed transaction and
satisfaction of conditions precedent, including regulatory conditions; the
expected benefits of the proposed transaction, including related synergies;
transaction timeline, including the Nokia shareholders meeting; expected
governance structure of the combined group and Nokias commitment to conducting business
in France and China. 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 forward-looking statements are only
predictions based upon our current expectations and views of future events
and developments and are subject to risks and uncertainties that are
difficult to predict because they relate to events and depend on
circumstances that will occur in the future. Risks and uncertainties include:
the ability of Nokia to integrate Alcatel-Lucent into Nokia operations; the
performance of the global economy; the capacity for growth in internet and technology
usage; the consolidation and convergence of the industry, its suppliers and
its customers; the effect of changes in governmental regulations; disruption
from the proposed transaction making it more difficult to maintain
relationships with customers, employees or suppliers; 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 Nokias and
Alcatel-Lucents 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),
Nokias Lucents and Alcatel-Lucents 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 presentation 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 presentation relates to the proposed public
exchange offer by Nokia to exchange all of common stock and convertible
securities issued by Alcatel-Lucent for new ordinary shares of Nokia. This
stock exchange release is for informational purposes only and does not
constitute or form any part of any offer to exchange, or a solicitation of an
offer to exchange, all of common stock and convertible securities of
Alcatel-Lucent in any jurisdiction. This document is not a substitute for the
tender offer statement on Schedule TO or the preliminary prospectus / offer
to exchange included in the Registration Statement on Form F-4 (the
Registration Statement) to be filed with the SEC, the listing prospectus of
Nokia to be filed with the Finnish Financial Supervisory Authority or the
tender offer document to be filed with the Autorité des marchés financiers
(including the letter of transmittal and related documents and as amended and
supplemented from time to time, the Exchange Offer Documents) The proposed
exchange offer referenced in this document has not yet commenced. 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 tender offer will be made only through the Exchange Offer
Documents. The making of the proposed 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. 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 OR WILL
CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED EXCHANGE OFFER.
All documents referred to above, if filed or furnished, will be available
free of charge at the SECS website (www.sec.gov).
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