Nokia announced today that it has reopened its public exchange
offer in France and in the United States (the "Offer") for the
outstanding Alcatel-Lucent ordinary shares, American Depositary
Shares ("ADSs") and OCEANE convertible bonds not tendered during
the initial public exchange offer period.
Rajeev Suri, President and CEO of Nokia, said: "We are delighted
with the response so far of the great majority of Alcatel-Lucent
investors, who have clearly recognised the value proposition of
this combination. With the deal closed and the integration of the
two companies moving forward from today, we firmly believe that it
is in the best interests of any remaining Alcatel-Lucent securities
holders to tender their shares, OCEANE convertible bonds or ADSs
into the reopened Offer. This ensures they would benefit from our
planned capital returns program for Nokia shareholders, as well as
from the planned long-term value created through the
combination."
In accordance with Article 232-4 of the AMF General Regulation,
the offers in France and in the U.S. will be reopened from January
14, 2016 to February 3, 2016 and will provide an opportunity for
holders of Alcatel-Lucent ordinary shares, ADSs and OCEANE
convertible bonds who did not tender into the initial Offer, or
missed the tender deadline, to participate in the reopened Offer
and exchange their securities for shares or ADSs in Nokia.
This follows the settlement of the initial Offer period, after
which Nokia holds 76.31% of the share capital and at least 76.01%
of the voting rights of Alcatel-Lucent, 89.14% of the 2018 OCEANE
convertible bonds outstanding, 24.34% of the 2019 OCEANE
convertible bonds outstanding, and 15.11% of the 2020 OCEANE
convertible bonds outstanding. 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.
The reopened Offer will close on February 3, 2016. The deadline
for tendering Alcatel-Lucent shares and OCEANE convertible bonds
into the reopened Offer is 5:30 PM Paris time (11:30 AM New York
City time) on February 3, 2016. The deadline for tendering
Alcatel-Lucent ADSs into the U.S. offer is 5:00 PM New York City
time on February 2, 2016. The AMF will publish the results of the
reopened Offer on February 10, 2016.
The reopened Offer will be conducted on the same terms as the
initial Offer, but the Alcatel-Lucent securities validly tendered
during the reopened Offer will not be permitted to be withdrawn and
will be accepted without any minimum tender condition.
Any Alcatel-Lucent shares, Alcatel-Lucent ADSs or OCEANE
convertible bonds not tendered into the reopened Offer will remain
outstanding. After completion of the reopened Offer, Nokia intends
to delist Alcatel-Lucent's ADSs from the New York Stock Exchange
and, subject to applicable law, deregister Alcatel-Lucent's ADSs
under U.S. securities laws, meaning Alcatel-Lucent's ADSs would not
be tradable on any regulated securities exchange and much less
information would be available about the company following
delisting and deregistration.
As previously announced and subject to Nokia shareholder
approval, Nokia plans to execute a EUR 7 billion program to
optimize its capital structure and return excess capital to Nokia
shareholders. This program is planned to include approximately EUR
4 billion in distributions to Nokia shareholders. Nokia has no
plans to provide capital returns to remaining holders of
Alcatel-Lucent securities.
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. Such squeeze-out must be
implemented within 3 months of the closing of the reopened Offer
and will be subject to a clearance decision of the AMF.
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
Nokia is a global leader in the technologies that connect people
and things. Powered by the innovation of Bell Labs and
Nokia Technologies, the company is at the forefront of creating
and licensing the technologies that are increasingly at
the heart of our connected lives.
With state-of-the-art software, hardware and services for any
type of network, Nokia is uniquely positioned to help
communication service providers, governments, and large
enterprises deliver on the promise of 5G, the Cloud and the
Internet of Things. 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 statements attributed to Mr.
Suri; statements relating to Nokia's capital optimization program
and its intentions with respect to capital returns to the
Alcatel-Lucent shareholders; Nokia's intentions with respect to the
Alcatel-Lucent American Depositary Shares ("ADSs") after the
closing of the reopened offers; Nokia's intentions with respect to
squeeze-out of Alcatel-Lucent securities; and Nokia's intentions
with respect to the redemption of the OCEANEs. 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:
regulatory restrictions applicable to the reopened offer and
Nokia's operations after the closing of the reopened offer; 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#1978796
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