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)
Factsheet
A leader in the fields of network infrastructure, The leading IP networking, ultra-broadband mapping and location-based technologies and access, and cloud technology specialist advanced
technology development and licensing
Key facts
History dates back to 1865 Founded in 1898 under the name Alcatel
More than Conducts sales in more than More than Present in
61 000 140 52 000 130
employees countries employees countries
with more
than 6 000 in Finland with more than 7 000 in France
Listed on the Helsinki Stock Exchange and NYSE Listed on
both the NYSE and Euronext Paris
Senior management: Senior management:
– Risto Siilasmaa, Chairman – Philippe Camus, Chairman
– Rajeev Suri, President and Chief Executive Officer (CEO) – Michel Combes, CEO of Alcatel
Research and Development
Future Works Bell Labs
12countries 15countries
High performance networks Ultra Broadband, IP, Cloud (5G, software defined networking, Telco Cloud, analytics)
Portfolio overview
Nokia Networks Core Networking
3rd market share
in mobile radio networks World leader (nr. 2) in IP Routing (IP infrastructure for service and telecommunications services providers, telecommunication operators and enterprise customers)
Sales in over 120 countries, served by approximately – More than 650 clients in 130 countries
54 600 employees, it has the global reach and scale • A world leader IP Transportation to deliver high-quality
solutions to the largest operators – More than 1 000 clients (subsea and landline – 4th worldwide)
IP Platform software and services for telecommunications
HERE operators and service providers
Global leader in mapping and location intelligence IMS world leader
Maps power four out of five in-car navigation systems in North America and Europe, and its location platform is used Access by leading internet companies in more than 190 countries Among
the key innovators in infrastructure for
More than 13 million cars were sold with HERE maps
telecommunications operators with Wireless Access activity on board during 2014 RAN n°4, LTE n°4, leader on small cells technology
Key player in ultra-broadband technology for Fixed Access
Nokia Technologies
• N°1 in DSL and
VDSL2, n°3 in GPON
Develops and licenses cutting-edge innovations that are Major R&D and Licencing
business with more than powering the next revolution in computing and mobility, 33 000 active patents, including 3,000 obtained in 2014 starting with the new Nokia N1 Android tablet and 15 000 pending applications
IP portfolio, of approximately 10 000 patent families 200 million clients through 80 networks (30 000 individual
patents and patent applications), invested more than EURO 50 billion in enabling technologies in most of the mobile devices used today
Growth/Expansion Strategy
Nokia Networks The
Shift Plan
Accelerating leadership in radio Deliver software and services through
Growing professional services new, cloud-driven business models
Winning in technology transition to the Telco Cloud Address new market segments with
Targeting the opportunities in Internet of Things our go-to-market partners and data analytics Drive the technological
change required to build the networks of the future
Key
Financial Data (2014)
€12.7bn €7.7bn €13.2bn €5.6bn
Net sales Cash EUR Net sales Cash EUR
1.6 (1.9) 0.6 (3.9)
Adj. EBIT Debt (excl.
converts) Adj. EBIT Debt (excl. converts)
12.8% €5.8bn 4.7% €1.6bn
EBIT margin Net cash EBIT margin Net cash
€2.5bn €2.2bn
Total R&D Total
R&D
Revenue by segment
5% 3% 8%
16%
2014 revenues 2014 revenues 36%
12.7bn 11%
€ €13.2bn
16%
88%
18%
54% Mobile broadband
Networks Wireless Access IP Platforms
46% Global
services
HERE IP Routing Fixed Access Technologies IP Transport Managed services Licensing
Revenue by geography
8% 5% 8%
23% 9% 31% 10%
11%
10%
15%
26% 44%
Europe Greater China Europe Greater China APJ / India MEA APJ / India MEA
North America LatAm North America LatAm
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).