Filed by Alcatel-Lucent S.A.
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Alcatel-Lucent S.A.
(Registration Statement File No. 333-206365)
February 10, 2016
Results of Nokias reopened public exchange offer for Alcatel-Lucent securities: Nokia to hold approximately 91% of the share capital of
Alcatel-Lucent
Results of Nokias reopened public exchange offer for Alcatel-Lucent securities: Nokia to hold approximately 91% of the share
capital of Alcatel-Lucent
Paris, February 10, 2016 The French stock market authority, the Autorité des Marchés
Financiers (the AMF), today published the results of the reopened offer period of the public exchange offer initiated by Nokia (NYSE: NOK; Euronext Paris and NASDAQ OMX, Helsinki: NOKIA) for securities of Alcatel-Lucent (Euronext
Paris and NYSE: ALU) 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 OCEANE 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 has stated that it 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 has indicated that it 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 has indicated that it 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 has indicated its intention to cause Alcatel-Lucent to delist Alcatel-Lucents ADSs from the New York Stock Exchange (NYSE) and, subject to applicable law, deregister Alcatel-Lucents ADSs under U.S.
securities laws.
Based on the results of the Reopened Offer, Nokia has stated that it will issue 320 701 193 new shares (Shares, each a
Share) as consideration for the Alcatel-Lucent Securities tendered into the Reopened Offer. Nokia has indicated that 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.
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Nokia has specified that the Shares will be paid by contribution in kind with Alcatel-Lucent Securities that have
been tendered into the Reopened Offer. It has further indicated that the subscription price will be recorded in Nokias fund for invested non-restricted equity and that, consequently, its share capital will remain unchanged at EUR 245 896
461.96.
Nokia has stated that it expects to register the Shares with the Finnish Trade Register on February 12, 2016 and that after the registration the
total number of Nokias 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 ALCATEL-LUCENT (EURONEXT PARIS AND NYSE: ALU)
Alcatel-Lucent is the leading IP networking, ultra-broadband access and cloud technology specialist. We are dedicated to making global communications more
innovative, sustainable and accessible for people, businesses and governments worldwide. Our mission is to invent and deliver trusted networks to help our customers unleash their value. Every success has its network.
For more information, visit Alcatel-Lucent on: http://www.alcatel-lucent.com, read the latest posts on the Alcatel-Lucent blog
http://www.alcatel-lucent.com/blog and follow the Company on Twitter: http://twitter.com/Alcatel_Lucent.
ALCATEL-LUCENT PRESS CONTACTS
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SIMON POULTER |
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simon.poulter@alcatel-lucent.com |
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T : +33 (0)1 55 14 10 06 |
VALERIE LA GAMBA |
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valerie.la_gamba@alcatel-lucent.com |
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T : +33 (0)1 55 14 15 91 |
ALCATEL-LUCENT INVESTOR RELATIONS
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MARISA BALDO |
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marisa.baldo@alcatel-lucent.com |
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T : +33 (0)1 55 14 11 20 |
TOM BEVILACQUA |
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thomas.bevilacqua@alcatel-lucent.com |
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T : + 1 908-582-7998 |
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 communication contains forward-looking statements that reflect 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, expect,
intend, continue, could, may, plan, project, predict, will and similar expressions. These forward looking statements are subject to a number of risks and
uncertainties, many of which are beyond Alcatel-Lucents control, which could cause actual results to differ materially from such statements. These forward-looking statements are based on Alcatel-Lucents beliefs, assumptions and
expectations of future performance, taking into account the information currently available to it. These forward-looking statements are only predictions based upon Alcatel-Lucents 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 to successfully implement the
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announced transaction with Nokia; 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; as well as other risk factors listed from time
to time in Alcatel-Lucents or Nokias filings with the U.S. Securities and Exchange Commission (SEC) and or the Autorité des marchés financiers (AMF).
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 and Alcatel-Lucents most recent annual report 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 communication are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Alcatel-Lucent will be realized
or, even if substantially realized, that they will have the expected consequences to, or effects on, Alcatel-Lucent or its business or operations. Except as required by law, Alcatel-Lucent undertakes 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 communication 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 communication 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 or the Prospectus / Offer to Exchange, dated November 12, 2015 included in the Registration Statement on Form F-4 filed by Nokia with the
SEC on November 12, 2015 (the Registration Statement), the Solicitation / Recommendation Statement on Schedule 14D-9 filed by Alcatel-Lucent with the SEC, the listing prospectus and listing prospectus supplement of Nokia filed by
Nokia with the Finnish Financial Supervisory Authority or the offer document (note dinformation) filed by Nokia with the French AMF or the response document (note en réponse) filed by Alcatel-Lucent with the AMF (including
the letters of transmittal and related documents and in each case 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.
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 OMX 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 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
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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, including
the Registration Statement, are available free of charge at the SECs website (www.sec.gov). Nokias offer document (note dinformation) dated November 12, 2015 on which the AMF affixed visa no. 15-573 and
Alcatel-Lucents response document (note en réponse) dated November 12, 2015 on which the AMF affixed visa no. 15-574, containing detailed information with regard to the French public 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), as applicable.
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