Nokia and Alcatel-Lucent today celebrate their first day of
combined operations, marking the completion of Nokia's latest
transformation and the creation of a global leader in technology
and services for an IP connected world.
"Nokia has gone through a fundamental transformation," said
Risto Siilasmaa, Chairman of the Nokia Board of Directors. "Over
99% of our more than 100 000 employees did not carry a Nokia badge
just three short years ago. Our earnings, market cap and growth
opportunities have multiplied. We have a powerful guiding vision of
the Programmable World, an extremely capable management team and a
strong ambition to innovate and lead. We move forward with
excitement, confidence and an ability to continue to challenge the
status quo."
Nokia President and CEO, Rajeev Suri, continued: "Today's pace
of technological change, driven by the transition to 5G, the
Internet of Things and the cloud, is demanding extraordinary new
capabilities from the network. Combining with Alcatel-Lucent comes
at just the right time: we can align our product and technology
roadmaps for the next generation of network technology at the
outset, allowing us to take full advantage of the coming
opportunities and better serve customers including communication
service providers, governments, internet players and large
enterprises. Nokia has the global scale, innovation muscle and
end-to-end portfolio to lead this change, and ultimately expand the
human possibilities of the connected world."
Following the integration of the former Nokia Siemens Networks,
the divestment of Nokia's Devices & Services business, the sale
of HERE and the acquisition of Alcatel-Lucent, Nokia is now a
business focused on network equipment and wireless technology.
Thursday's celebrations mark the culmination of months of
preparatory planning by teams from Nokia and Alcatel-Lucent, with
Nokia employees welcoming their new colleagues and, together,
setting their sights on the exciting next stage of Nokia's
journey.
Thursday also marks the reopening of Nokia's public exchange
offer for Alcatel-Lucent securities, with Nokia encouraging any
remaining Alcatel-Lucent shareholders, American depositary receipt
holders and bondholders to take this opportunity to tender their
securities and join the renewed and strengthened company.
Nokia is now gearing up for Mobile World Congress 2016 in
February, when it will share more about its vision of expanding the
human possibilities of the connected world, and how both existing
and new customers can use technology to improve people's lives.
The combined company offers a complete end-to-end portfolio of
products and services, with 104 000 employees and five business
groups: Mobile Networks, Fixed Networks, IP/Optical Networks,
Applications & Analytics and Nokia Technologies.
Nokia is an innovation powerhouse with some 40 000 R&D
professionals, a combined pro forma R&D spend in 2014 of EUR
4.2 billion and a world-leading intellectual property portfolio.
Nokia is combining its own proud R&D heritage with the
unrivalled history of Bell Labs, which has been awarded 8 Nobel
prizes over its lifetime, together creating around 31 000 patent
families.
The company also has a stronger global presence with leading
positions in a number of market segments. Its broader portfolio
offers better access to an expanded addressable market with
improved long-term growth opportunities. Based on Nokia estimates,
the addressable market of the combined company in 2014 was
approximately 50% larger than the addressable networks market for
Nokia alone - increasing to approximately EUR 130 billion from some
EUR 84 billion - with an estimated CAGR of approximately 3.5% for
2014-2019. This gives the combined company a stronger growth
profile than the standalone Nokia.
The combined company also has a strong financial base from which
to grow and invest. On a 2014 pro forma basis, the combined company
would have had net sales of EUR 24.7 billion and a non-IFRS
operating profit of EUR 2.3 billion; as of June 30, 2015, pro forma
combined net cash stood at EUR 8.1 billion.
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.
http://www.nokia.com
Media Enquiries
Nokia Communications Phone: +358 10 448 4900 Email:
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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 press 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
"expects", "will", "would" and similar expressions. These
forward-looking statements include statements relating to: the
addressable market of the combined company, the long-term and
annual growth rate of the combined company, Nokia's presentation at
the Mobile World Congress 2016, and the future direction of the
technology and IP services industry. 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 re-opened public exchange offer; the performance of the global
economy; the capacity for growth in internet and technology usage;
and the impact on the combined company (after giving effect to the
transaction relating to 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") and the
French Autorité des marchés financiers ("AMF").
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 or
the AMF. Any forward-looking statements made in this press 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, Nokia's or Alcatel Lucent's businesses 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 press 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 press 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 press 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).
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