1. Convertible bond tender
considerations 1. What consideration is being offered to me
as part of the proposed public exchange offer for the convertible bonds?
Bondholders will be entitled to tender their Alcatel Lucent convertible bonds for a number of Nokia
shares which will be indicated in the offer document filed by Nokia with the Autorité des marchés financiers (the AMF) and in the registration statement on Form F-4 filed by Nokia with the U.S. Securities and Exchange
Commission (the SEC).
For each series of the convertible bonds, the applicable offer exchange ratio is expected to
correspond to 0.55 * the number of Alcatel Lucent ordinary shares issuable upon conversion of each convertible bond of such series at the conversion/exchange ratio adjusted as a result of the proposed public exchange offer (see section 2).
The new Nokia shares issued
within the context of the exchange offer will be fungible with the existing Nokia shares once listed (approximately five French trading days following the publication by the AMF of the results of the public exchange offer).
2. What is the timeline for the proposed public exchange offer for
the convertible bonds?
Nokia will seek to acquire Alcatel Lucent convertible bonds and Alcatel Lucent shares as a part of
the same proposed public exchange offer.
Accordingly, the timeline for the proposed public exchange offer for the convertible bonds and the
shares will be the same.
There will be an initial offer period, followed by a subsequent offer period if at the completion of
the initial offer Nokia owns more than 50% but less than 95% of the share capital and voting rights of Alcatel Lucent on a fully diluted basis.
3. How long will the initial offer period last?
The initial offer period will last 25 French trading days (subject to any extension).
The results of the initial
offer will be published by the AMF no later than 9 French trading days after the closing of the initial offer.
If there is a subsequent offer period, it will begin within 10 French trading days following the
publication by the AMF of the results of the initial offer and last 10 French trading days (subject to any extension).
4. If there is a subsequent offer period as a result of the success of the initial offer period, will I be able to tender into this
subsequent offer period?
Yes, the subsequent offer period, if any, will include the Alcatel Lucent shares and the convertible
bonds. The terms of any
subsequent offer will be substantially identical to those of the initial offer, except that withdrawal rights will not be available.
5. Will my bonds tendered into the offer be included when calculating whether the minimum tender condition has been satisfied?
Yes, the satisfaction of the
minimum tender condition will be determined by including in the numerator the number of shares which may be issued by Alcatel Lucent upon conversion of the convertible bonds tendered into the offer (at the adjusted conversion/exchange ratio referred
to in section 2) and in the denominator the number of shares which may be issued by Alcatel Lucent upon conversion of all convertible bonds (at the adjusted conversion/exchange ratio referred to in section 2).
The possible outcomes of the
bond tenders and their impact on the success of the proposed public exchange offer are summarized in section 5.
6. What are my options if I decide not to tender my convertible bonds?
Holders of the convertible
bonds are free to decide whether to tender their convertible bonds into the public exchange offer or not. They will also be able to convert/exchange their convertible bonds into shares of Alcatel Lucent (see section 2) and, if the offer is
successful and results in a change of control of Alcatel Lucent, they may potentially request redemption of their convertible bonds (see section 3). |