Nokia has supplemented its listing prospectus relating to the proposed combination with Alcatel-Lucent
November 16 2015 - 04:38AM
Nokia announced today that it has supplemented its English language
listing prospectus dated October 23, 2015 relating to the proposed
combination with Alcatel-Lucent (the "Listing Prospectus"). In
addition to the listing on Nasdaq Helsinki of the new shares to be
issued as consideration to Alcatel-Lucent security holders, the
Listing Prospectus will be used for the contemplated listing of
Nokia's existing and new shares on Euronext Paris and in connection
with the French public exchange offer for Alcatel-Lucent
securities. The Finnish Financial Supervisory Authority has on
November 16, 2015 approved a supplement to the Listing Prospectus
("Supplement") containing certain updates based on announcements
and developments that have taken place after the approval of the
Listing Prospectus, such as, among others, the announcement by
Nokia and Alcatel-Lucent of their respective interim results for
the nine months ended September 30, 2015; the announcement of
Nokia's EUR 7 billion program to optimize its capital structure and
acceleration of the EUR 900 million synergy target for the
Alcatel-Lucent transaction; the approval of the French offer
document (note d'information) relating to the public exchange offer
and certain specifications to the terms and conditions of the
exchange offer; changes made to the Memorandum of Understanding
between Nokia and Alcatel-Lucent relating to, among other things,
certain changes to the treatment of Alcatel-Lucent Stock Options
and Performance Shares; and the response document (note en réponse)
filed by Alcatel-Lucent, which includes, inter alia, the
recommendation issued by the Alcatel-Lucent Board of Directors for
the holders of Alcatel-Lucent securities to tender such securities
pursuant to the exchange offer. The Supplement, together with a
French language translation of the summary of the Listing
Prospectus as amended through the Supplement, will be notified by
the Finnish Financial Supervisory Authority to the French stock
market authority Autorité des Marchés Financiers in accordance with
the EU Prospectus Directive. The Supplement has been attached to
this stock exchange release and will, together with the Listing
Prospectus, 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 16, 2015. The Supplement will also be available at
the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100
Helsinki, Finland, and at the head office of Nokia at Karaportti 3,
FI-02610 Espoo, Finland, as of November 17, 2015. The U.S.
Registration Statement on Form F-4 dated November 12, 2015 that was
filed with the U.S. Securities and Exchange Commission in
connection with Nokia's proposed exchange offer relating to the
contemplated acquisition of Alcatel Lucent was declared effective
on November 13, 2015. A copy of the Registration Statement is
available on
http://company.nokia.com/en/investors/financial-reports/sec-filings.
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 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 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 listing of Nokia shares, the French public exchange
offer, and anticipated synergies of the proposed combination with
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:
regulatory approval and EU passporting of the listing prospectus
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,
November 6 and November 12, 2015) and declared effective by the SEC
on November 13, 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 and the
supplement approved by the Finnish Financial Supervisory Authority
on November 16, 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 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
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#1966891
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