Nokia today announced that the French Stock Market Authority
(Autorité des marchés financiers, the "AMF") has approved Nokia's
public exchange offer for the securities of Alcatel Lucent and
delivered its visa on Nokia's offer document (note d'information).
As previously announced, Nokia intends to acquire all ordinary
shares, American depositary shares ("ADSs") and convertible bonds
("OCEANEs") issued by Alcatel-Lucent through a public exchange
offer in France (the "French Offer") and in the United States (the
"U.S. Offer") whereby Alcatel-Lucent securities will be exchanged
for Nokia shares in the French Offer and Nokia shares or Nokia ADSs
in the U.S. Offer (jointly, the "Exchange Offer").
Nokia expects that the Exchange Offer would be opened on
November 18, 2015, closed on December 23, 2015 and settled on
January 7, 2016. Assuming that the Exchange Offer is successful,
the Exchange Offer would be reopened on January 14, 2016, close on
February 3, 2016 and settle on February 12, 2016. Once the Exchange
Offer opens, the proposed transaction will remain subject to
approval by Nokia shareholders and the satisfaction of the minimum
tender condition set at more than 50% of Alcatel-Lucent's share
capital on a fully diluted basis, unless such condition is waived
in accordance with applicable law and regulation. Nokia expects
that the admission of its ordinary existing shares to trading and
listing on Euronext Paris would occur on November 19, 2015.
Nokia's offer document (note d'information) will be available on
Nokia's website at
http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction
as of November 12, 2015.
The AMF has also today delivered its visa on the response
document (note en réponse) filed by Alcatel-Lucent, which includes,
inter alia, the report issued by Associés en Finance, acting as
independent expert in connection with the French Offer concluding
that the terms of the public exchange offer by Nokia on
Alcatel-Lucent's shares and OCEANEs are fair. The response document
will be available on Nokia's website at
http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction
as of November 12, 2015.
Media Enquiries: Nokia Communications Tel. +358 (0) 10
448 4900 Email: press.services@nokia.com
Investor Enquiries Nokia Investor Relations Tel. +358
4080 3 4080 Email: investor.relations@nokia.com
Microsite details Further information on the transaction
can be found at: www.newconnectivity.com
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. www.nokia.com
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 conditions to closing, the
proposed indicative timetable for the exchange offer including the
opening, closing and settlement date of the exchange offer, and the
expected outcomes of the combination of Nokia and Alcatel Lucent.
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
necessary stock exchange clearances to open the public exchange
offers, minimum tender acceptances, shareholder approval to close
the proposed transaction, consummation of the proposed transaction
and Nokia's ability to integrate Alcatel Lucent.
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 U.S.
Securities and Exchange Commission ("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 release relates to the proposed public exchange offer by
Nokia to exchange all of the ordinary shares, American Depositary
Shares ("ADSs") and convertible securities issued by Alcatel Lucent
for new ordinary shares and ADSs 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, 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 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 (as amended on October 22,
2015 and November 6, 2015), the Solicitation / Recommendation
Statement on Schedule 14D-9 to be filed by Alcatel Lucent with the
SEC, the listing prospectus of Nokia filed by Nokia with and
approved by the Finnish Financial Supervisory Authority on October
23, 2015 or the offer document (note d'information) filed by Nokia
with and, which received the visa of, the AMF on November 12, 2015
or the response document (note en réponse) filed by Alcatel Lucent
with, and which received the visa of, the AMF on November 12, 2015
(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 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, including the preliminary Registration
Statement, are or will be available free of charge at the SEC's
website (www.sec.gov).
Nokia's offer document (note d'information) and Alcatel Lucent's
response document (note en réponse), 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).
HUG#1966374
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