Filed by Alcatel-Lucent S.A.
pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14d-9 under the Securities Act of 1934
Subject Company: Alcatel-Lucent S.A.
(Commission File No. 001-11130)
April 15, 2015
Creating an innovation leader
in next generation technology and services for an IP connected world
Disclaimer: Forward-looking statements
This
presentation 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 “anticipate,” “should,” “likely,” “foresee,” “believe,” “estimate,” “expect,” “intend,” “continue,” “could,”
“may,” “plan,” “project,” “predict,” “will” and similar expressions.
These forward-looking statements include statements relating to: the expected characteristics of the combined company; expected ownership of the combined company by Nokia and Alcatel-Lucent shareholders; the target annual run rate cost synergies for
the combined group; expected customer reach of the combined group; expected financial results of the combined group; expected timing of closing of the proposed transaction and satisfaction of conditions precedent, including regulatory conditions;
the expected benefits of the proposed transaction, including related synergies; transaction timeline, including the Nokia shareholders’ meeting; expected governance structure of the combined group and Nokia’s commitment to conducting
business in France and China. 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 forward-looking statements are only predictions based upon our current
expectations and views of future events and developments and are subject to risks and uncertainties that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Risks and uncertainties
include: the ability of Nokia to integrate Alcatel-Lucent into Nokia operations; the performance of the global economy; the capacity for growth in internet and technology usage; the consolidation and convergence of the industry, its suppliers and
its customers; the effect of changes in governmental regulations; disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers; 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 presentation 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
presentation relates to the proposed public exchange offer by Nokia to exchange all of common stock and convertible securities issued by Alcatel-Lucent for new ordinary shares of Nokia. This stock exchange release is for informational purposes only
and does not constitute or form any part of any offer to exchange, or a solicitation of an offer to exchange, all of common stock and convertible securities of Alcatel-Lucent in any jurisdiction. This document is not a substitute for the tender
offer statement on Schedule TO or the preliminary prospectus / offer to exchange included in the Registration Statement on Form F-4 (the “Registration Statement”) to be filed with the SEC, the listing prospectus of Nokia to be filed with
the Finnish Financial Supervisory Authority or the tender offer document to be filed with the Autorité des marchés financiers (including the letter of transmittal and related documents and as amended and supplemented from time to time,
the “Exchange Offer Documents”). The proposed exchange offer referenced in this document has not yet commenced. 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 tender offer will be made only through the Exchange Offer Documents. The making of the proposed 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. 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 OR WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED EXCHANGE OFFER.
All documents referred to above, if filed or furnished, will be available free of charge at the SEC’s website (www.sec.gov).
Agenda
Page
Creating an innovation leader 3
Compelling strategic rationale 8 Delivering significant value 16 Next steps and concluding remarks 26
Creating an innovation leader in next generation network technology and services
Consumers Operators
Looking to deliver quad-play
solutions Looking to access data everywhere
Demand converged technology of Mobile and Demand seamless
connectivity Fixed broadband, IP routing, Core networking, Cloud applications and Services
Uniquely suited to
helping telecom operators, internet players and large enterprises
Focus on Nokia Technologies to drive value
creation remains the same
Transformational combination driving significant shareholder value
End-to-end portfolio scope and scale player with leading global positions across
Strategically products and services compelling • Complementary offerings, customers and geographic footprint
Innovation powerhouse with significant combined R&D resources
Combined revenues of approx. €26bn in 2014 with additional cross-sell opportunities and expanded addressable market
Operating cost synergies of approx. €900m annually anticipated in 20191
Financially 1
Interest expense reduction of approx. €200m annually anticipated in 2017 , attractive mainly from proactive debt reduction
Strong balance sheet with combined net cash of €7.4bn2 at 31 December 2014
EPS accretive in 2017 for Nokia shareholders1,3
Recent execution track-record on both sides
Positioned to
Deep culture of innovation and strikingly common vision for the future succeed
Nokia operating model will be cornerstone of the integration plan
5 1 Subject to transaction closing H1 2016 ;2 Excluding convertible bonds, i.e. treats all Nokia and Alcatel-Lucent convertible bonds on as-converted basis; 3 Non-IFRS basis excluding
restructuring changes and amortisation of intangibles
Key transaction highlights
Public exchange offer
by Nokia for 100% of Alcatel-Lucent shares and convertible bonds Transaction—Public exchange offer to be filed in France and the United States structure—Offer for Alcatel-Lucent shares (including ADS) and convertible bonds
Combined market capitalisation in excess of €45bn+1
Exchange ratio of 0.550 Nokia shares per Alcatel-Lucent share
Equivalent offer for each outstanding class of Alcatel-Lucent convertible bonds: OCEANE
Consideration &
2018, OCEANE 2019 and OCEANE 2020 Pro-forma ownership
Pro forma ownership: 33.5% Alcatel-Lucent shareholders and 66.5% Nokia shareholders; assuming 100% acceptance of exchange offer and on a fully diluted basis2
Attractive premium • 34% fully-diluted premium to 3-month average price3 (equivalent to €4.48 p.s.) for
Alcatel-Lucent • 28% premium to shareholders based on 3-month average price3 (equivalent to €4.27 p.s.) Works council
• Alcatel-Lucent works council information process to start immediately consultation
Each company’s Board of Directors has approved the terms of the proposed transaction
Antitrust and regulatory approvals Conditions & timing Nokia shareholder approval
Minimum tender condition – more than 50.00% on a fully diluted basis
Expected closing H1 2016
1 Based on April 13
Nokia closing price of €7.77, Alcatel-Lucent fully diluted shares of 3.64bn, Nokia fully diluted shares of 3.98bn and exchange ratio of 0.550 Nokia shares per Alcatel-Lucent shares; 2 PF ownership based on new shares issued to Alcatel-Lucent of
2.00bn and Nokia fully 6 diluted shares outstanding of 3.98bn; 3 3-month average price of €3.35 (see later page for detailed calculations)
Proposed company structure and governance
Group
name and listing
• Nokia (group and brand) • Listed on Euronext Paris, Nasdaq Helsinki and NYSE
(ADS)
Headquarters & key locations
• Headquarters in Espoo, Finland
• Key locations across Europe, United States, China and Asia-Pacific Creation of a 5G centre of excellence in R&D France
Key management positions
• President and Chief Executive Officer: Rajeev Suri • Leadership team to be built on strengths of both Nokia and Alcatel-Lucent
Nokia Board of Directors
• Chairman: Risto Siilasmaa
• 3 board
members including Vice-Chairman to be nominated by Alcatel-Lucent
Planned total 9 or 10 board members
NOKIA Alcatel Lucent
Agenda
Page
Creating an innovation leader 3
Compelling strategic rationale 8
Delivering
significant value 16
Next steps and concluding remarks 26
NOKIA Alcatel Lucent
Scope to create seamless connectivity for people and things wherever they are
Requirement for real-time and resilience
Capacity
for exponential growth in usage
Enable seamless, ubiquitous access
Intelligent, adaptive service
AUGMENTED
REDEDICATED
AUTONOMOUS
INTERCONNECTED
VIRTUAL
TACTILE
SUPEREFFICIENT
REVOLUTIONIZED
Communication
Travel & commute
Mobile Living
Health
Touch & steer
Safety & Security
Utility & Energy
Traffic Mgmt.
Industry 4.0
Automotive
Time shift
Real world mobility
4th industrial revolution
Virtual mobility
High performance infrastructure
People & Things
8k Video beamer
4k video
virtual 3d presence
real time work in cloud
augmented glaming
augmented shopping
augmented dashboard
work & game while
travelling
Market context – changing industry paradigms
1
Telcos around the world consolidating both in-country and globally
Operator consolidation • Increased network sharing activities
Expanding to quad-play
2
Ubiquitous broadband
Cloud / IP networking convergence
Convergence in
• Converging: multiple dimensions—Networks (all IP)
- Products (quad-play)
- Experiences (multiple screens & applications)
3
Faster time to market
Increased efficiency and
scalability with automation
Cloud
Enablement for Internet of Things and Industrial Internet
10
Equipment vendors – what will it take to
win
Scale and breadth of technology capabilities
Integrated IP access and cloud
Next-generation fixed & mobile broadband access portfolio
Unique end-to-end services portfolio with low-cost delivery & execution model
End-to-end portfolio with strong positions in key growth areas of fixed-mobile convergence, IP routing, Cloud and Analytics
Market leading portfolio scope and scale
Market share, 2014A Fixed
LTE # 1 broadband # 1
IP routing1 # 2
VDSL #1 (53%)2
30% 30% 29%
27% 39% Edge #2 (27%)
23%
13% 21% 20%
Combined Combined Combined
Cloud / Core SDN / Orchestration Services # 2
# 1• Subscriber management • Network integration
# 1• Device management CloudBand™
Customer care
# 1• IMS / VoLTE
Professional services
# 1• CEM
Emerging player in IoT platforms
11 Sources: Dell’Oro; Infonetics; Internal estimates
1 IP edge and core service provider markets; 2 Access concentrators market
A new leader with scale to win in carrier-grade telecoms networking and IP licensing
Carrier revenues (FY2014A) €bn
25.1 25.0
23.5
9.0
7.1
3.1 2.3
2 3
4 5 6 7 1
Source: Company information
FX applied: SEK/EUR 0.1099, CNY/EUR 0.1224, KRW/EUR 0.0007
1 Ericsson Group revenues 2014A; 2 Based on Nokia Networks revenues, Nokia Technologies revenues and Alcatel-Lucent revenues 2014A; 3 Carrier business revenues; 4 Based on disclosed
mid-point of 25-27% service provider revenues as per Cisco Q4’2014 earnings call transcript; USD/EUR FX 0.7351;
5 Carriers’ networks revenue & Telecommunications software systems, services and other products; 6 Information technology & Mobile communications 12 revenues less
mobile portion of revenues; this number includes a portion of IT revenues; 7 Service provider revenues; USD/EUR FX 0.7539
Complementary product portfolios
2014A revenues:
Combined €12.7bn Expanded addressable 5% market with improved growth profile
8%
Comprehensive end-to-end portfolio scope and scale
88%
54% Mobile broadband Products, software and
Networks < 46% Global services services for convergent,
HERE IP cloud-centric future
Technologies
2014A revenues: €13.2bn
3% 1%
16%
36% 11%
16%
18%
Wireless Access IP Routing IP Transport IP
Platforms Fixed Access Managed services Licensing & Other
13
Complementary geographic presence strengthening global footprint
2014A revenues, €bn
Combined 7.7 6.9
3.0 4.7
5.8
1.3 2.8
2.1 1.8
3.9 1.3
3.4 1.0 0.7
1.9 1.4
1.1 1.1
North Europe Asia-Pacific / Greater
Middle East & Latin America America Japan / India China Africa
Nokia Group Alcatel-Lucent Group
Combined
LatAm LatAm1 LatAm MEA
8% 5% MEA 7%
MEA 8% North North 8% America
9% Europe APJ / India America
Greater 31% Greater 30% 10% 44% China China 11% 11% Greater North China America 10% APJ / India APJ / India 18% Europe 15% 26% 27%
Europe 23%
14
Source: Company information
1 Includes Caribbean, Central America and South America
Next logical step of successful transformations
€ €
10 Acquired Siemens stake 5 Shift Plan transformation in the NSN joint venture well underway
9
Sale of Devices & 4
8 Build joint Rebuilt capital base through
7 Services transformational refinancings and divestments
future with 3
6 Established leadership
significant value Refocused on IP Networking, in Mobile Broadband creation potential Cloud and Ultra Broadband
2 5
Strengthened financial Significant improvement in
4
position and industry 1 profitability and free cash 3 leading profitability flow
2 0
Jan-13 Jun-13 Nov-13 May-14 Oct-14
Apr-15 Jan-13 Jun-13 Nov-13 May-14 Oct-14 Apr-15
Share price performance since Jan-2013 Share price
performance since Jan-2013
15
Agenda
Page
Creating an innovation leader 3
Compelling strategic rationale 8
Delivering
significant value 16
Next steps and concluding remarks 26
16
Delivering value for key stakeholders
Comprehensive end-to-end portfolio of products, software and services to enable future connectivity needs
Partner of choice for
Enhanced innovation capability and extraordinary R&D
Customers 5G / convergent / IP engine under the iconic Bell Labs brand
/ cloud world
Strength and depth in services
– better able to execute and support
Significant synergies potential driving attractive shareholder
returns
Open interfaces in LTE and cloud / core allow more rapid Clear path to value Investors and efficient
integration creation Strengthened financial profile to grow and invest Attractive premium for Alcatel-Lucent shareholders
Forefront of innovation
Technology
Multi-cultural environment
Employees and innovation
Entrepreneurial spirit
leader Part of a global leader
17
Customers: Comprehensive end-to-end portfolio scope and scale
Connectivity of the future
Broadband
IP & Cloud, Services HERE TECH Transport Analytics
Mobile IP Routing Core / Applications / Attached
Services Automotive Patent licensing
SRAN, LTE Edge Routing Platforms Network
5G Core Routing Orchestration / Implementation Enterprise Technology
Small Cells & WiFi Access Aggregation & CloudBand / NFV Care licensing
Cloud RAN Mobile Backhaul IMS / VoLTE Consumer
Antennas SDM Professional Brand licensing Virtual Routing Services Location Cloud
Public Safety
Network Management • Systems
Incubation Fixed Datacenter • OSS Integration
GPON SDN / Nuage SON NPO Industry leading patent
VDSL Datacenter portfolio Networking Analytics / CEM / Device Managed Services Management Datacenter Solutions
Hosting Packet Core
Compute Outsourcing
GGSN, SGSN IoT Platform
Storage Predictive
EPC Gateway Analytics Cloud
Stack Other Transport
Submarine Optical Security Cloud Transformation
Microwave Services Policy / Charging
Video
Bell Labs Future Works
18
Customers: Extraordinary innovation capabilities
Industry leading R&D platform – BellLabs and
Global R&D capabilities FutureWorks
R&D spend (€bn) R&D / Innovation centres:
Nokia Alcatel-Lucent Both
5.0
Combined 4.7
1
4.7
4.0
2.5
2.2
1.1 >40,000 R&D employees
0.8
Source: Company information
19 FX applied: SEK/EUR 0.1099, CNY/EUR 0.1224, USD/EUR 0.7539
1 Calendar year 2014A
Investors: Significant and actionable synergies potential
Product and services overlap
Sales force /
resources optimization
Identified operating Approx. €900m cost savings (annual achieved in 20191) •
Supply chain / procurement scale
Overhead costs in real estate, IT, and overall G&A, including public
company costs
Integration / • Aligned with annual cost savings implementation Approx. €900m
benchmark costs • Nokia lean operating model the
Reduced interest Approx. €200m • Interest
expense reduction achieved in 20171 expense (annual interest expense reduction) mainly from proactively reducing indebtedness
20 1 Full year basis, subject to transaction closing H1 2016
Investors: Enhanced financial position and superior shareholder value creation
Combined
€bn PF 2014A
2014A 2014A (illustrative aggregation)
EPS accretive in 2017 (Non-
Net sales 12.7 13.2
25.9 IFRS basis)1,2
Illustrative non-IFRS
Non-IFRS operating profit1 1.6 0.6 2.3 operating profit margin with cost synergies3 12%+
% margin 12.8% 4.7% 8.7%
Strong balance sheet and net cash position
Cash
7.7 5.6 13.3
Maintained long-term target
Debt (excl. converts)4 (1.9) (3.9) (5.9) to re-establish investment Net cash 5.8 1.6 7.4 grade credit
rating
Note: Aggregation of 2014 financials shown for illustrative purposes only and does not reflect
potential accounting adjustments and / or differences in accounting policies
1 Non-IFRS basis excluding
restructuring changes and amortisation of intangibles; 2 Subject to transaction closing H1 2016; 3 Reflects annual cost synergies of €900m expected to be achieved in 2019;
4 Excluding convertible bonds, i.e. treats all Nokia and Alcatel-Lucent convertible bonds on as-converted basis
NON-IFRS MEASURES
The above also contains
non-IFRS operating profit information. For a reconciliation between reported and non-IFRS/adjusted information please see the reports for Q4 2014 and Full Year 2014. The reconciliation of the full year 2014 numbers can be found on page 41 in the
report issued by Nokia on January 29, 2015 and on page 10 in the report issued by Alcatel-Lucent on February 6, 2015.
21
Investors: Attractive offer for Alcatel-Lucent shareholders
Offer premia Offer value calculations (millions, except per share)
Premium to shareholders Offer exchange ratio 0.550 Fully diluted premium Offer value per share
€ 4.27
34% (based on Nokia April 13
closing price of €7.77)
Current Alcatel-Lucent diluted NOSH2 3,218 OCEANE CoC conversion ratio
adjustment3 426
28%
Fully diluted NOSH (CoC adjusted) 3,643 24% Offer equity value 15,570
€
Less: face value of 2019 & 2020
OCEANEs (1,149)
18%
16% Adjusted offer equity value € 14,421
(excluding 2019 / 2020 OCEANEs, not in-the-money today)
Equivalent (per share) € 4.48
11%
Alcatel-Lucent fully diluted premia
calculations
Last close 1- month 3- month (April 13) average price average price
Reference price €3.86 €3.61 €3.35
Last close 1-month 3-month Market capitalization
€12,430 €11,625 €10,766 April 13, 2015 average price1 average price1 (current NOSH2, millions)
Fully diluted premium 16% 24% 34%
Note: NOSH refers to shares outstanding or to be issued
1 Reflects 1-month and 3-month volume-weighted average prices of €3.61 and €3.35 respectively
2 Based on current diluted NOSH of 3,218m share including common outstanding shares, stock options (treasury method applied based on Alcatel-Lucent April 13 closing price of
€3.86), all outstanding performance shares and shares underlying 2018 OCEANE convertible bonds at current conversion ratio; 3 Assumes illustrative January 1, 2016 tender offer opening date for Alcatel-Lucent shares in Takeover Protection
clause for OCEANE 2018, 2019 and 2020 convertible bonds. Additional shares reflects 68m additional shares from 2018 OCEANEs; 212m shares from 2019 OCEANEs and 145m shares from 2020 OCEANEs
22
Investors: Robust capital structure
Strong
balance sheet, with combined net cash at end of 2014 of €7.4bn, assuming conversion of all Nokia and Alcatel-Lucent convertible bonds Capital structure Maintain long-term target to re-establish an investment grade credit rating
Intention to retain significant gross and net cash positions and proactively reduce indebtedness
Share buybacks suspended effective immediately until closing of the transaction
Nokia capital structure • Following the closing of the transaction, Nokia intends to evaluate the optimization
program resumption of a capital structure optimization program
Continued ability and intent to maintain annual
dividend payments
Nokia dividend
Nokia Board of Directors dividend proposal of €0.14 for 2014 is maintained
23
Employees: Commitment to foster employee opportunities
Leading end-to-end portfolio
Best in class
environment for learning and development
Forefront of innovation, developing cutting-edge technologies
Performance-driven ethos and culture
Multi-cultural environment and entrepreneurial spirit
24
Our commitment to France
Nokia intends to
maintain employment in France that is consistent with Alcatel-Lucent’s Employment end-2015 Shift Plan commitments commitments
Increase long-term R&D employment
Two major
technology sites
Key sites / Centers • Operational hubs located in France providing services globally of
excellence
Centres of expertise located in France, including in the areas of (i) 5G / Small Cells
R&D, (ii) Cyber Security, (iii) Bell Labs France and (iv) Wireless Transmission
Invest in
the digital innovation ecosystem in France (€100m long-term investment fund) French technology Reinforce presence in the French telecommunications ecosystem ecosystem
Funding academic tuitions, programs and chair
Develop 3 industrial platforms with up to €5m funding per project per year
25
Agenda
Page
Creating an innovation leader 3 Compelling strategic rationale 8 Delivering significant value 16
Next steps and concluding remarks 26
26
Transaction timeline and key events
Offer period
Announcement Review period Offer Nokia EGM Expected closing
Public announcement Regulatory review and Offer to be launched EGM expected to take Closing of transaction of transaction
other transaction after receipt of place during the offer once all minimum approvals regulatory approvals, conditions are Begin Alcatel-Lucent satisfied works council AMF review of Offer consultation
April 15, 2015 2015 H1 2016 H1 2016 H1 2016
Works council information process Conditions to Antitrust and regulatory approvals the Transaction Nokia shareholder approval
Satisfaction of minimum acceptance condition (more than 50.00% on a fully diluted basis)
Other • Each company’s Board of Directors has approved the terms of the proposed transaction
Considerations • Commitments to France
27
Building blocks in place for success
Clearly
defined leadership
Deep culture of innovation and strikingly common vision for the future Recent integration
experience on both sides invaluable lessons learnt Track-record of execution Open interfaces in LTE and cloud / core allow more rapid and efficient integration Integration planning committee targeting to be ready for execution Day 1 post-closing:
- Product & solution strategy
- Sales force training and customer briefings
- R&D programs alignment
- Global site
structure rationalization
28
A transformational combination driving value for all stakeholders
Unique opportunity to create a new European champion and a global leader in ultra-broadband, IP networking and cloud applications
A leading Finnish company and a leading French company join forces in a natural partnership to lead creation of next
generation network technology and services
Together, Nokia and Alcatel-Lucent would be the company that is
positioned to meet the needs of a convergent, IP cloud-centric future
A strategically compelling combination
aimed at creating significant value for all stakeholders
Committed to completing the transaction in close
collaboration with all relevant parties
29
Q&A
30
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 document 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 “anticipate,” “should,” “likely,” “foresee,” “believe,” “estimate,” “expect,” “intend,” “continue,”
“could,” “may,” “plan,” “project,” “predict,” “will” and similar expressions. These forward-looking statements include statements relating to: the expected characteristics of the combined
company; expected ownership of the combined company by Nokia and Alcatel-Lucent shareholders; the target annual run rate cost synergies for the combined company; expected customer reach of the combined company; expected financial results of the
combined company; expected timing of closing of the proposed transaction and satisfaction of conditions precedent, including regulatory conditions; the expected benefits of the proposed transaction, including related synergies; transaction timeline,
including the Nokia shareholders’ meeting; expected governance structure of the combined company and Nokia’s commitment to conducting business in France and China. 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 forward-looking statements are only predictions based upon our current expectations and views of future events and developments and are subject to risks and uncertainties that are
difficult to predict because they relate to events and depend on circumstances that will occur in the future. Risks and uncertainties include: the ability of Nokia to integrate Alcatel-Lucent into Nokia operations; the performance of the global
economy; the capacity for growth in internet and technology usage; the consolidation and convergence of the industry, its suppliers and its customers; the effect of changes in governmental regulations; disruption from the proposed transaction making
it more difficult to maintain relationships with customers, employees or suppliers; 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 document 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 document relates to the proposed public exchange offer by Nokia to exchange all of common stock and convertible securities
issued by Alcatel-Lucent for new ordinary shares of Nokia. This document is for informational purposes only and does not constitute an offer to exchange, or a solicitation of an offer to exchange, all of common stock and convertible securities of
Alcatel-Lucent, nor is it a substitute for the tender offer statement on Schedule TO or the preliminary prospectus / offer to exchange included in the Registration Statement on Form F-4 (the “Registration Statement”) to be filed with the
SEC, the listing prospectus of Nokia to be filed with the Finnish Financial Supervisory Authority or the tender offer document to be filed with the Autorité des marchés financiers (including the letter of transmittal and related documents
and as amended and supplemented from time to time, the “Exchange Offer Documents”). The Registration Statement has not yet been filed with the SEC. The tender 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 OMX HELSINKI OR FINNISH FINANCIAL SUPERVISORY AUTHORITY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION.
All documents referred to above, if filed or
furnished, will be available free of charge at the SEC’s website (www.sec.gov).