Nokia Corporation Stock Exchange Release January 5, 2016 at
09:25 (CET +1)
ESPOO, Finland, Jan. 5, 2016 (GLOBE NEWSWIRE) --The French stock
market authority, Autorité des Marchés Financiers (the "AMF"),
today published the final results of the initial offer period of
Nokia's public exchange offer for Alcatel-Lucent securities in
France and in the United States (the "Offer").
2,052,812,101 outstanding Alcatel-Lucent ordinary shares,
264,183,778 American depositary shares, 206,784,349 OCEANE 2018
convertible bonds, 37,880,652 OCEANE 2019 convertible bonds, and
16,138,206 OCEANE 2020 convertible bonds have been tendered into
the French and/or U.S. offers. As a consequence, Nokia should hold,
following the settlement of the offer, 76.31% of the share capital
and at least 76.01% of the voting rights of Alcatel Lucent, 89.14%
of the OCEANEs 2018 outstanding, 24.34% of the OCEANEs 2019
outstanding, and 15.11% of the OCEANEs 2020 outstanding. This
equates to Nokia holding 70.52% of the share capital on a fully
diluted basis.
As announced on January 4, 2016, the minimum tender condition
set at more than 50% of Alcatel-Lucent's fully diluted share
capital has been met and the Offer is successful.
Assuming conversion of the OCEANEs tendered into the Offer at
the improved conversion ratio, Nokia would hold, following
settlement of the Offer, 79.32% of the share capital and at least
78.97% of the voting rights of Alcatel-Lucent, as mentioned in the
AMF's notice published today.
Nokia will accept today all the Alcatel-Lucent shares, OCEANE
convertible bonds and ADSs validly tendered into the Offer. The
newly issued Nokia shares will be delivered to the tendering
Alcatel-Lucent securities holders and start trading on Nasdaq
Helsinki, Euronext Paris and, for the Nokia ADSs, on the New York
Stock Exchange on January 8, 2016. The first day as an
operationally combined group will be January 14, 2016.
In accordance with Article 232-4 of the AMF General Regulation,
the offers in France and in the U.S. will be reopened at the same
exchange ratios within 10 French trading days. The AMF will publish
the timetable of the reopened Offer. Nokia believes it is in the
best interests of Alcatel-Lucent shareholders to tender their
remaining securities, and invites the remaining Alcatel-Lucent
securities holders to tender their shares, ADSs or OCEANE
convertible bonds into the reopened Offer.
If Nokia reaches 95% ownership of the share capital and voting
rights of Alcatel-Lucent, it intends to squeeze out the remaining
shares. In addition, if Nokia reaches 95% ownership of
Alcatel-Lucent's fully diluted shares, it intends to squeeze-out
the remaining OCEANE convertible bonds.
In addition, Nokia reserves the right, subject to applicable law
to cause Alcatel Lucent to redeem at par value, plus, as
applicable, accrued interest from the date the interest was last
paid, to the date set for the early redemption all of the
outstanding OCEANEs 2018, OCEANEs 2019 or OCEANEs 2020, if less
than 15% of the issued OCEANEs of any such series remain
outstanding.
About Nokia By focusing on the human possibilities of
technology, Nokia embraces the connected world to help people
thrive. Our businesses are leaders in their respective fields:
Nokia Networks provides broadband infrastructure, software and
services; and Nokia Technologies provides advanced technology
development and licensing. www.nokia.com
ENQUIRIES
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 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
"believe," "will", "would" and similar expressions. These
forward-looking statements include statements relating to: the
terms, opening and expected timeline of the reopened exchange
offer; settlement and delivery of Alcatel Lucent securities,
Nokia's holdings in Alcatel Lucent following settlement, the
combination of Alcatel Lucent and Nokia, and Nokia's plans or
intentions after the closing of the reopened offer. 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 statements
are only predictions based upon our current expectations and views
of future events and developments. Risks and uncertainties include:
the ability of Nokia to integrate Alcatel Lucent into Nokia
operations; the success of the reopened exchange offer and the
implementation of the squeeze-out, if any;; 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 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 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, any ordinary shares, ADSs or convertible
securities of Alcatel Lucent, nor is it a substitute for the Tender
Offer Statement on Schedule TO; the Registration Statement on Form
F-4 (the "Registration Statement") (Registration No. 333- 206365)
or the Solicitation / Recommendation Statement on Schedule 14D-9
each filed with the SEC, the listing prospectus and listing
prospectus supplement of Nokia filed with the Finnish Financial
Supervisory Authority or Nokia's offer document (note
d'information) and Alcatel Lucent's response document (note en
réponse) filed with the Autorité des marchés financiers ("AMF") on
October 29, 2015 and which received the visa of the AMF on November
12, 2015 (including the letters 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 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
proposed exchange offer. The exchange 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 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 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), which received visa No. 15-573 and No.
15-574 respectively from the AMF, containing detailed information
with regard to the 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#1976627
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