Nokia's President and Chief Executive Officer Rajeev Suri met today
with Emmanuel Macron, France's Minister of Economy, Industry and
Digital Affairs, to formally affirm Nokia's commitment to driving
innovation in France and, globally, from France, that will result
from Nokia's proposed combination with Alcatel-Lucent. Today's
announcement follows an open and fruitful dialogue between Nokia
and the French Government since the proposed combination was
announced in April 2015.
In its discussions with the French Government, Nokia has
confirmed that France will play a leading role in the combined
entity's Research and Development ("R&D") operations. Nokia
will build on the strong competencies in the country within key
technology areas, on the existing presence of Alcatel-Lucent and
its strong engagement in the technology ecosystem in France, and on
the excellent new technical talent available from French
universities.
Nokia intends to leverage Alcatel-Lucent's existing capabilities
in R&D and its strong talent base through worldwide technology
centers located in France that will focus on 5G and Small Cells,
Cyber-security and privacy, Bell Labs, Wireless Transmission,
Optical transmission, and IP platforms.
Nokia expects to benefit from becoming a deeply embedded part of
France, tapping into and helping develop the technology ecosystem
of the country. Nokia will invest further in the digital innovation
ecosystem in France following the completion of the transaction,
primarily through the establishment of a long-term investment fund
in the range of EUR 100 million. This fund will mainly target the
Internet of Things, cyber-security and software platform enablers
for next generation networks.
Nokia intends to support the development of the overall telecom
ecosystem in France and to ensure continuity of Alcatel-Lucent's
current initiatives. This involves playing an active role in the
government's "Industry of the Future" program, funding academic
tuition, programs and chairs, situating technology experts within
France (such as within Bell Labs France), and continuing
Alcatel-Lucent's involvement in major initiatives such as Pôles de
compétitivité Systematic, Cap Digital, and Images and Réseaux.
Nokia will also develop three industrial platforms and networks
prototypes in France within the fields of 5G, Industrial Internet /
Internet of Things connectivity and cyber-security.
As previously announced, Nokia has also committed to maintaining
employment in France that is consistent with Alcatel-Lucent's Shift
Plan commitments for a period of at least two years after
completion of the proposed transaction. R&D capacity is
planned to be increased from 2 000 to 2 500 employees
over the next three years,
including the recruitment of at least 300 new
graduates. The R&D employment level will be maintained for
a period of at least four years after completion of the
proposed transaction.
Following the completion of the transaction, Nokia, which will
remain headquartered in Finland, intends to leverage the combined
strengths of the companies' strategic business locations and major
R&D centers in other countries, including Finland, Germany, the
United States and China.
The transaction is expected to be completed in the first half of
2016. It remains subject to a number of other closing conditions,
such as Nokia shareholder approvals, Nokia holding over 50.00% of
Alcatel-Lucent's fully diluted share capital following completion
of the exchange offer, receipt of the remaining regulatory
approvals and other customary conditions. Nokia has committed, upon
completion of the transaction, to providing regular updates to the
French government as the integration of the two companies
progresses.
About Nokia By focusing on the human possibilities of
technology, Nokia embraces the connected world to help people
thrive. Our three businesses are leaders in their fields: Nokia
Networks provides broadband infrastructure, software and services;
HERE provides mapping, navigation and location intelligence; and
Nokia Technologies provides advanced technology development and
licensing. http://www.nokia.com
About Alcatel-Lucent Alcatel-Lucent is the leading IP
networking, ultra-broadband access and cloud technology specialist.
It is dedicated to making global communications more innovative,
sustainable and accessible for people, businesses and governments
worldwide. Its mission is to invent and deliver trusted networks to
help its 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.
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 release contains
forward-looking statements that reflect Nokia's and
Alcatel-Lucent'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 expected timing of closing of the
proposed transaction and satisfaction of conditions precedent,
including regulatory conditions. 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 the parties to obtain the
necessary regulatory approvals and consummate the pending
transaction.
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 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 release 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 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, all of
common stock and convertible securities of Alcatel-Lucent, nor is
it 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 by Nokia with the SEC, the Solicitation /
Recommendation Statement on Schedule 14D-9 to be filed by
Alcatel-Lucent with the SEC, the listing prospectus of Nokia to be
filed by Nokia with the Finnish Financial Supervisory Authority or
the offer document (note d'information) to be filed by Nokia with,
and which will be subject to the review of, the AMF or the response
document (note en réponse) to be filed by Alcatel-Lucent with the
AMF (including the letter 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 proposed
exchange 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. The Exchange Offer
Documents have not yet been filed with appropriate regulators,
including the SEC. The tender 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 OR WILL CONTAIN IMPORTANT
INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING THE PROPOSED 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 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, will be available free of charge at the SEC's
website (www.sec.gov).
Once the public exchange offer has been filed by Nokia and
approved by the AMF, Nokia's offer document (note d'information)
and Alcatel's response document (note en réponse), containing
detailed information with regard to the exchange offer, will be
available on the websites of the AMF (www.amf-france.org), Nokia
(www.nokia.com) and Alcatel-Lucent (www.alcatel-lucent.com).
Microsite Details Further information on the transaction
can be found at: www.newconnectivity.com
Media Enquiries: Nokia Communications Tel. +358 (0) 10
448 4900 Email: press.services@nokia.com
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