Following the clearance decision on Nokia's public exchange offer
by the French stock market authority (Autorité des Marchés
Financiers, the "AMF") on November 12, 2015, Nokia announced today
that it has commenced a public exchange offer to exchange all
outstanding ordinary shares (the "Alcatel-Lucent Shares"), American
depositary shares (the "Alcatel-Lucent ADSs") and OCEANE
convertible bonds (the "OCEANEs") of Alcatel-Lucent for Nokia
shares or Nokia American depositary shares ("Nokia ADSs"). Nokia
believes that the combined company will be better positioned to
compete as a world leader in network technologies over the
long-term. The boards of directors of both companies unanimously
support the proposed combination.
"With the launch of this public exchange offer, we are entering
the final phase of our proposed acquisition of Alcatel-Lucent in a
position of strength and are on track to be ready to operate
as one company," said Nokia President and CEO, Rajeev Suri. "The
strategic logic underpinning the combination grows stronger
every day and the combined company is expected to offer a
long term value creation opportunity for Alcatel-Lucent
shareholders and convertible bondholders. A successful public
exchange offer would mark the completion of Nokia's transformation
to create a new leader in next generation technology and
services for an IP connected world."
The financial terms of the public exchange offer are as
follows:
- 0.5500 Nokia share for every Alcatel-Lucent Share tendered into
the offer;
- 0.5500 Nokia ADS for every Alcatel-Lucent ADS tendered into the
offer;
- 0.6930 Nokia share for every OCEANE due July 1, 2018 tendered
into the offer;
- 0.7040 Nokia share for every OCEANE due January 30, 2019
tendered into the offer; and
- 0.7040 Nokia share for every OCEANE due January 30, 2020
tendered into the offer.
The public exchange offer is comprised of two separate offers:
the French offer and the U.S. offer, which are made on the same
financial terms.
The French offer is being made to:
- all holders of outstanding Alcatel-Lucent Shares; and
- all holders of outstanding OCEANEs.
Holders of Alcatel-Lucent Shares and OCEANEs located outside of
France may not participate in the French offer except if, pursuant
to the local laws and regulations applicable to those holders, they
are permitted to participate in the French offer.
Nokia has filed with the AMF an offer document which received
the visa of the AMF No. 15-573 on November 12, 2015 and sets forth
the terms and conditions to the French offer.
The U.S. offer is being made to:
- all U.S. holders of outstanding Alcatel-Lucent Shares;
- all holders of outstanding Alcatel-Lucent ADSs, wherever
located; and
- all U.S. holders of outstanding OCEANEs.
Holders of Alcatel Lucent ADSs located outside of the United
States may participate in the U.S. offer only to the extent the
local laws and regulations applicable to those holders permit them
to participate in the U.S. offer.
Nokia has filed a prospectus/offer to exchange on Form F-4,
which was declared effective on November 13, 2015, and a Tender
Offer Statement on Schedule TO with the U.S. Securities and
Exchange Commission. The prospectus/offer to exchange sets forth
the terms and conditions to the U.S. offer.
The public exchange offer for the Alcatel-Lucent shares and
OCEANEs will be open for 26 French trading days, from November 18,
2015 until and including December 23, 2015. The deadline for
tendering Alcatel-Lucent shares and OCEANEs into the exchange offer
is 5:00PM Paris time (11:00AM New York City time) on December 23,
2015. The deadline for tendering Alcatel-Lucent ADSs into the U.S.
offer is 5:00PM New York City time on December 22, 2015.
Documentation relating to the public exchange offer and the
related listing of shares is available on Nokia's website on
http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction
and
http://company.nokia.com/en/investors/financial-reports/sec-filings
as well as on the transaction site on www.newconnectivity.com.
About Nokia
By focusing on the human possibilities of technology, Nokia
embraces the connected world to help people thrive. Our three
businesses are leaders in their fields: Nokia Networks provides
broadband infrastructure, software and services; HERE provides
mapping, navigation and location intelligence; 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
opening and expected timeline of the exchange offer; the
positioning of the combined company to compete, statements made by
Mr. Suri, including with respect to the strategic rationale for the
transaction, Nokia's transformation and the expected benefits of
the proposed transaction. 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 exchange offer; the performance of the global economy; 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#1967681
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