Nokia today announces that its reopened public exchange offer for
Alcatel-Lucent securities in France and in the United States (the
"Reopened Offer") has been settled and that its new shares have
been entered into the Finnish Trade Register.
As previously announced by the French stock market authority,
Autorité des Marchés Financiers (the "AMF"), on February 10, 2016,
426 695 572 outstanding ordinary shares, 52 286 499 American
Depositary Shares ("ADSs"), 4 795 096 OCEANE 2018 convertible
bonds, 19 971 720 OCEANE 2019 convertible bonds, and 56 644 832
OCEANE 2020 convertible bonds of Alcatel-Lucent (Alcatel-Lucent
shares, ADSs and convertible bonds together the "Alcatel-Lucent
Securities") were tendered into the Reopened Offer in France and in
the United States, and accepted by Nokia in consideration for
shares or ADSs in Nokia.
The 320 701 193 new Nokia shares issued as consideration for the
Alcatel-Lucent Securities tendered into the Reopened Offer 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 5 769 443 837 shares. The shares carry the
right to dividends and all other shareholder rights as of
today.
The Shares have been paid by contribution in kind with
Alcatel-Lucent Securities that have been tendered into the Reopened
Offer. The subscription price, EUR 1 694 107 142.10 in aggregate,
which is based on the closing price of Nokia's shares on Nasdaq
Helsinki on February 10, 2016, will be recorded in Nokia's fund for
invested non-restricted equity and, consequently, Nokia's share
capital remains unchanged at EUR 245 896 461.96.
As a result of the Reopened Offer Nokia now holds 91.25% of the
share capital and at least 91.17% of the voting rights of
Alcatel-Lucent, 99.62% of the outstanding OCEANE 2018 convertible
bonds, 37.18% of the outstanding OCEANE 2019 convertible bonds, and
68.17% of the outstanding OCEANE 2020 convertible bonds. This
equates to Nokia holding 88.07% of the share capital on a fully
diluted basis.
Nokia requested today the conversion of the OCEANE convertible
bonds it holds following settlement of the Reopened Offer. As a
result of such conversion, less than 15% of the 2018 OCEANE
convertible bonds will be outstanding and Nokia will cause
Alcatel-Lucent to redeem at par value, plus accrued interest from
the date the interest was last paid, to the date set for the early
redemption all of the outstanding 2018 OCEANE convertible bonds,
pursuant to the terms and conditions of such OCEANE convertible
bonds. After the conversion of the OCEANE convertible bonds
tendered into the initial Offer and the Reopened Offer, at the
applicable improved conversion ratios, Nokia will hold 92.34% of
the share capital and at least 92.26% of the voting rights of
Alcatel-Lucent.
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 February 15, 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 February
15, 2016 and the trading in the new Nokia ADSs representing the
shares will commence on the New York Stock Exchange as of February
15, 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 to as from
March 1, 2016.
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 delivery by Euronext Paris of
the newly issued Nokia shares to the relevant financial
intermediaries of the tendering holders of Alcatel-Lucent
securities; the registration date of the new Nokia American
Depositary Shares ("ADSs"); the trading of the new Nokia Shares on
Nasdaq Helsinki and Euronext Paris, and of the new Nokia ADSs on
the New York Stock Exchange; and the date of the receipt from
Euronext Paris or Citibank, N.A. of the cash proceeds corresponding
to the fraction of Nokia shares or ADSs the Alcatel-Lucent security
holders are entitled. 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: regulations surrounding the settlement of
the Reopened Offer, regulatory and contractual restrictions
applicable to Nokia's transactions in Alcatel Lucent
securities; 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#1985815
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