Nokia today announces that its public exchange offer for
Alcatel-Lucent securities in France and in the United States (the
"Offer") has been settled, that its new shares have been entered
into the Finnish Trade Register and that Nokia was included
yesterday in the CAC 40 index.
Rajeev Suri, President and CEO of Nokia, said: "We are proud to
be included in the CAC 40 Index, a move that reflects our
significant presence in France following the acquisition of a
majority stake in Alcatel-Lucent. Our ambition is to be an
innovation leader in next-generation technology and services for an
IP connected world, and inclusion in the CAC 40 index gives us the
opportunity to share that vision with a broader group of investors.
We look forward to maintaining a large and healthy liquidity pool
in Paris."
As announced by the French stock market authority, Autorité des
Marchés Financiers (the "AMF"), on January 5, 2016, 2 052 812 101
outstanding ordinary shares, 264 183 778 American Depositary Shares
("ADSs"), 206 784 349 OCEANE 2018 convertible bonds, 37 880 652
OCEANE 2019 convertible bonds, and 16 138 206 OCEANE 2020
convertible bonds of Alcatel-Lucent (Alcatel-Lucent shares, ADSs
and convertible bonds together the "Alcatel-Lucent Securities")
were tendered into the French and/or U.S. offers, and accepted by
Nokia in consideration for shares or ADSs in Nokia.
The 1 455 678 563 new Nokia shares issued as consideration for
the Alcatel-Lucent Securities tendered into the French and/or U.S.
offers have been entered into the Finnish Trade Register today.
Following entry of the shares into the Finnish Trade Register, the
total number of Nokia's shares equals 5 448 542 279 shares. Nokia's
share capital remains unchanged at EUR 245 896 461.96. The shares
carry the right to dividends and all other shareholder rights as of
today.
As previously announced by the AMF on January 5, 2016, as a
result of the Offer Nokia now holds 76.31% of the share capital and
at least 76.01% of the voting rights of Alcatel-Lucent, 89.14% of
the outstanding OCEANEs 2018, 24.34% of the outstanding OCEANEs
2019, and 15.11% of the outstanding OCEANEs 2020; this equates to
Nokia holding 70.52% of the share capital on a fully diluted basis.
Assuming conversion of the OCEANEs tendered into the Offer at the
improved conversion ratio, Nokia would hold 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 on January 5, 2016.
It is expected that the newly issued Nokia shares will be
delivered by Euronext Paris to the relevant financial
intermediaries of the tendering holders of Alcatel-Lucent
securities on January 8, 2016, while the new Nokia ADSs will today
be registered in the name of the former registered Alcatel-Lucent
ADS holders. The trading in the shares is expected to commence on
Nasdaq Helsinki and Euronext Paris as of January 8, 2016 and the
trading in the new Nokia ADSs representing the shares will commence
on the New York Stock Exchange as of January 8, 2016. In addition,
it is expected that the relevant financial intermediaries of
Alcatel-Lucent security holders will receive from Euronext Paris or
Citibank, N.A. the cash proceeds corresponding to the fraction of
Nokia shares or ADSs they are entitled as from January 25,
2016.
As announced by Euronext Paris, since January 7, 2016 Nokia is
also included in the French CAC 40 index. The admission to listing
and trading of the Nokia shares on Euronext Paris commenced on
November 19, 2015.
In accordance with Article 232-4 of the AMF General Regulation,
the offers in France and in the United States will be reopened. On
the basis of the indicative timetable of the Offer contained in
Nokia's French Offer document, the reopened offers should commence
on January 14, 2016 and close on February 3, 2016, subject to the
publication by the AMF of its notice relating to the reopening of
the French Offer. The exchange ratios will remain the same, and
Nokia invites the remaining Alcatel-Lucent Securities holders to
tender their shares, OCEANE convertible bonds or ADSs into the
reopened offers.
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 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 offers; the delivery by Euronext Paris of
the newly issued Nokia shares to the relevant financial
intermediaries of the tendering holders of Alcatel-Lucent
securities; and the trading of the new Nokia Shares on Euronext
Paris and of the new Nokia American Depositary Shares ("ADSs") on
the New York Stock Exchange. 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 offers; the performance of the global economy; and the
impact on the combined company (after giving effect to the
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, 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
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 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#1977318
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