Nokia today announced the planned leadership and organizational
structure that it intends to implement after and subject to the
successful closing of the public exchange offer for Alcatel-Lucent
securities announced on April 15, 2015. With this transaction,
Nokia expects to create an innovation leader in next generation
technology and services for an IP connected world, and to position
the combined company to create the foundation of seamless
connectivity for people and things wherever they are.
"We are making very good progress on being ready to operate as a
combined company when the proposed exchange offer closes," said
Rajeev Suri, President and Chief Executive Officer of Nokia. "After
a thorough selection process, I am pleased to announce the
company's future organizational structure and exceptional leaders
who will help chart the next steps in Nokia's transformation."
After the closing of the exchange offer, the Networks business
would be conducted through four business groups: Mobile Networks,
Fixed Networks, Applications & Analytics and IP/Optical
Networks. These business groups would provide an end-to-end
portfolio of products, software and services to enable the combined
company to deliver the next generation of leading networks
solutions and services to customers. Alongside these, Nokia
Technologies would continue to operate as a separate business
group. Each business group would have strategic, operational and
financial responsibility for its portfolio and would be fully
accountable for meeting its targets. The four Networks business
groups would have a common Integration and Transformation Office to
drive synergies and to lead integration activities. The business
group leaders would report directly to Nokia's President and Chief
Executive Officer:
- Mobile Networks (MN) would include Nokia's and
Alcatel-Lucent's comprehensive Radio portfolios and most of their
converged Core network portfolios including IMS/VoLTE and
Subscriber Data Management, as well as the associated mobile
networks-related Global Services business. This unit would also
include Alcatel-Lucent's Microwave business and all of the combined
company's end-to-end Managed Services business. Through the
combination of these assets, Mobile Networks would provide leading
end-to-end mobile networks solutions for existing and new
platforms, as well as a full suite of professional services and
product-attached services. The designated President of Mobile
Networks would be Samih Elhage, who currently serves as Executive
Vice President and Chief Financial and Operating Officer, Nokia
Networks.
- Fixed Networks (FN) would comprise the current
Alcatel-Lucent Fixed Networks business, whose cutting-edge
innovation and market position would be further supported through
strong collaboration with the other business groups. This business
group would provide copper and fiber access products and services
to offer customers ultra-broadband end-to-end solutions to
transform their networks, deploying fiber to the most economical
point. The designated President of Fixed Networks would be Federico
Guillén, who currently serves as President of Fixed Networks,
Alcatel-Lucent.
- Applications & Analytics (A&A) would combine the
Software and Data Analytics-related operations of both companies.
This comprehensive applications portfolio would include Customer
Experience Management, OSS as distinct from network management such
as service fulfilment and assurance, Policy and Charging, services,
Cloud Stacks, management and orchestration, communication and
collaboration, Security Solutions, network intelligence and
analytics, device management and Internet of Things connectivity
management platforms. CloudBand would also be housed in this
business group, which would drive innovation to meet the needs of a
convergent, Cloud-centric future. The designated President of
Applications & Analytics would be Bhaskar Gorti, who currently
serves as President of IP Platforms, Alcatel-Lucent.
- IP/Optical Networks (ION) would combine the current
Alcatel-Lucent IP Routing, Optical Transport and IP video
businesses, as well as the software defined networking (SDN)
start-up, Nuage, plus Nokia's IP partner and Packet Core portfolio.
IP/Optical Networks would continue to drive Alcatel-Lucent's
technology leadership, building large scale IP/Optical
infrastructures for both service providers and, increasingly,
web-scale and tech-centric enterprise customers. The designated
President of IP/Optical Networks would be Basil Alwan, who
currently serves as President of IP Routing and Transport,
Alcatel-Lucent.
- Nokia Technologies (TECH) would remain as a separate
entity with a clear focus on licensing and the incubation of new
technologies. Nokia Technologies would continue to have its own
innovation, product development and go-to-market operations. Ramzi
Haidamus would continue in his current role as President of Nokia
Technologies.
Nokia expects to align its financial reporting under two key
areas: Nokia Technologies and the Networks business. The Networks
business would comprise the business groups of Mobile Networks,
Fixed Networks, Applications & Analytics and IP/Optical
Networks. Nokia also expects to provide selective financial data
separately for each of the four Networks business groups to ensure
transparency for investors over the performance of each of them.
Nokia expects to announce further details of the new financial
reporting structure after the closing of the exchange offer.
"Our goal is to position each business group for clear
leadership in its particular market and to create a combined
portfolio that provides the scope and scale our customers expect,
underpinned by a strong focus on innovation, quality and superb
execution," explained Suri. "We aim for all our business groups to
be innovation leaders, drawing on the combined company's
unparalleled R&D capabilities to deliver leading products and
services for our customers, and ultimately ensure the company's
long-term value creation."
The combined company is expected to have a common sales
organization across the business groups, except for Nokia
Technologies. In addition, effective after the closing of the
exchange offer, there would be six additional unit leaders within
the combined company, who would report directly to the President
and CEO:
- Timo Ihamuotila, currently Executive Vice President and Group
Chief Financial Officer, Nokia, would serve as Chief Financial
Officer (CFO). He would be responsible for all finance
activities and would oversee effective and systematic performance
management, external and internal reporting, and capital allocation
processes. In addition, he would be responsible for investor
relations, the execution of mergers & acquisitions and
treasury.
- Ashish Chowdhary, currently Chief Business Officer, Nokia
Networks, would serve as Chief Customer Operations Officer
(CCOO). He would lead the global Customer Operations organization,
which would be responsible for customer interactions and sales
across all business groups. Customer Operations would be organized
by seven markets globally and act as the single interface for
telecommunication and enterprise customers across all products and
services. Customer Operations would drive strong business momentum
across the business groups and deliver unparalleled customer
service to position Nokia as the world's leading telecom
vendor.
- Marc Rouanne, currently Executive Vice President, Mobile
Broadband, Nokia Networks, would serve as Chief Innovation &
Operating Officer (CIOO). He would have two primary roles:
innovation and operations, and all activities impacting operative
transversal functions would be housed in this unit. He would drive
cutting-edge innovation at internet speed throughout Nokia, using
the power of Bell Labs and FutureWorks to shape Nokia's vision
across the business groups. The CIOO would also drive the combined
company's digital agenda through IT and Cloud in order to create an
agile and collaborative environment for the company's world class
engineers. He would manage quality, information security,
manufacturing and supply chain operations, as well as units like
real estate, data centers and laboratories. The CIOO would be
responsible for global procurement, the end-to-end transformation
and integration of the combined company, and would work with the
CFO to drive performance management across the company.
- Hans-Jürgen Bill, currently Executive Vice President, Human
Resources, Nokia, would serve as Chief Human Resources
Officer (CHRO). He would be responsible for leadership and
talent development, recruitment and all human resources guidelines,
as well as compensation and benefits policies for the company.
Human Resources would play a crucial role in developing a diverse,
international environment and entrepreneurial spirit within the
combined company.
- Kathrin Buvac, currently Vice President, Corporate Strategy,
Nokia Networks, would serve as Chief Strategy Officer (CSO).
She would be responsible for setting Nokia's corporate
strategy and long-term strategic direction, market and competitor
intelligence, corporate development - including the prioritization
of M&A targets across the company, in conjunction with the CFO
- and strategic partnerships at group level. She would also steer
and integrate the business group strategy and business
development teams, as well as the CIOO innovation team, to ensure
consistent execution of the company's strategy. In line with our
vision of the Programmable World, she would also oversee
Nokia's strategy for the Internet of Things.
- Barry French, currently Chief Marketing Officer and Executive
Vice President, Marketing and Corporate Affairs, Nokia, would serve
as Chief Marketing Officer (CMO) and would oversee the
Marketing & Corporate Affairs unit. The responsibilities of the
unit would include regional and corporate marketing, internal and
external communications, government relations, corporate social
responsibility, employee health and safety, and custodianship and
management of the Nokia brand. He would also set the overall
direction for the business groups' product marketing.
- Maria Varsellona, currently Executive Vice President and Chief
Legal Officer, Nokia, would serve as Chief Legal Officer
(CLO). She would be responsible for overseeing and managing all
legal, contracting, corporate governance, ethics and compliance
matters across Nokia globally, as well as advising the President
and CEO, Board of Directors and officers of the company in relation
to such matters.
The proposed changes would only be implemented after the
successful closing of the public exchange offer* and be subject to
the completion of the relevant works council consultation
procedures.
As announced yesterday, Alcatel-Lucent is to continue to operate
its undersea cables business, Alcatel-Lucent Submarine Networks
(ASN), as a wholly-owned subsidiary. Nokia expects to operate ASN
as a separate entity.
As previously announced, Nokia has agreed to sell HERE, its
mapping and location services business, to a consortium of leading
German automotive companies. HERE will continue to operate as a
business of Nokia until the sale is completed, but is not included
in the planned future organizational structure of Nokia. The sale
of HERE is expected to close in the first quarter of 2016, and
Nokia plans to report HERE as a discontinued operation from the
third quarter of 2015 onwards.
* Nokia holding more than 50.00% of the share capital of
Alcatel-Lucent on a fully diluted basis.
MICROSITE DETAILS
Further information on the proposed transaction and biographies
of the combined company's planned leaders can be found at:
www.newconnectivity.com
MEDIA ENQUIRIES
Primary contact: Nokia Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com
Additional contact: Alcatel-Lucent Communications
Simon Poulter, simon.poulter@alcatel-lucent.com
T : +33 (0)1 55 14 10 06
Valerie La Gamba, valerie.la_gamba@alcatel-lucent.com
T : + 33 (0)1 55 14 15 91
INVESTOR ENQUIRIES
Nokia Investor Relations
Tel. +358 4080 3 4080
Email: investor.relations@nokia.com
Alcatel-Lucent Investor relations
Marisa Baldo, marisa.baldo@alcatel-lucent.com
T : + 33 (0)1 55 14 11 20
Tom Bevilacqua, thomas.bevilacqua@alcatel-lucent.com
T : + 1 908-582-7998
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.
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.
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 " anticipate," "should," "likely," "foresee,"
"believe," "estimate," " expect," " intend," "continue," "could,"
"may," "plan," "project," "predict," " will" and similar
expressions. These forward-looking statements include statements
relating to : the planned leadership and organizational structure
post-closing of the public exchange offer; the expected
characteristics, structure and organization of the combined
company; the expected benefits of the proposed transaction; the
structure of the combined company's financial reporting; the
disposition of HERE; and the expected timing of closing of the
disposition of HERE. 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 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 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 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"), a preliminary draft of which
was filed by Nokia with the SEC on August 14, 2015, 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. Other than the preliminary
draft of the Registration Statement, 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 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 or 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).
HUG#1957229
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