UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated August 14, 2015
Commission File No.: 1-11130
(Translation of registrants name into English)
148/152 route de la Reine 92100 Boulogne-Billancourt France
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ¨
Alcatel-Lucent announces further step towards proposed combination with Nokia with filing by Nokia of preliminary
draft of registration statement on Form F-4 with SEC
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.
Paris, France, August 14,
2015
Alcatel-Lucent (Euronext Paris and NYSE: ALU) has announced today that a further step towards the proposed combination with Nokia has been taken
with the filing by Nokia of a preliminary draft of its registration statement on Form F-4 (the Form F-4) with the U.S. Securities and Exchange Commission (the SEC) relating to the proposed public exchange offer to acquire
Alcatel-Lucent.
As announced on April 15, 2015, Nokia intends to acquire all of the equity securities issued by Alcatel-Lucent through a public
exchange offer in France and in the United States whereby Alcatel-Lucent securities will be exchanged for Nokia shares or Nokia American depositary shares (the Exchange Offer). The Exchange Offer will be comprised of a U.S. exchange
offer (the U.S. Offer) and a French exchange offer (the French Offer).
As part of the Exchange Offer, consideration of 0.55 of a
newly issued ordinary share of Nokia (subject to adjustments for any dividend other than the previously paid Nokia dividend for 2014) would be offered in exchange for each ordinary share of Alcatel-Lucent (including ordinary shares of Alcatel Lucent
represented by American depositary shares) issued and outstanding and tendered into the Exchange Offer. An equivalent offer will be made for each outstanding class of Alcatel-Lucent OCEANEs (OCEANE 2018, OCEANE 2019 and OCEANE 2020).
The U.S. Offer would be made pursuant to a registration statement on Form F-4, the preliminary draft of which was filed with the SEC today by Nokia. The
French Offer would be made pursuant to a separate French offer documentation to be filed with the Autorité des marchés financiers (the French Financial Market Regulator) in due course.
The proposed transaction is subject to the minimum tender condition, approval by Nokias shareholders, receipt of regulatory approvals and other
customary conditions.
Nokia is providing in its press release and in the preliminary draft of its Form F-4 , certain information and in particular, more
detailed information on the proposed transaction, pro forma financial statements, risks related to the transaction, terms of the U.S. Offer and termination fees.
The preliminary draft of Nokias registration statement on Form F-4 is available free of charge at the SECs website (www.sec.gov) and on
Nokias website at (http://company.nokia.com/en/investors/financial-reports/sec-filings). Nokias press release published in connection with such filing is available at
(http://company.nokia.com/en/news/press-releases).
ABOUT ALCATEL-LUCENT
Alcatel-Lucent is the leading IP networking, ultra-broadband access and cloud technology specialist. We are dedicated to making global communications more
innovative, sustainable and accessible for people, businesses and governments worldwide. Our mission is to invent and deliver trusted networks to help our customers unleash their value. Every success has its network.
For more information, visit Alcatel-Lucent on: http://www.alcatel-lucent.com, read the latest posts on the Alcatel-Lucent blog
http://www.alcatel-lucent.com/blog and follow the Company on Twitter: http://twitter.com/Alcatel_Lucent.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements that reflect Alcatel Lucents 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 are subject to a number of risks and
uncertainties, many of which are beyond Alcatel Lucents control, which could cause actual results to differ materially from such statements. These forward-looking statements are based on Alcatel Lucents beliefs, assumptions and
expectations of future performance, taking into account the information currently available to it. These forward-looking statements are only predictions based upon Alcatel Lucents 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: approval of the Exchange Offer by Nokia
shareholders and receipt of regulatory approvals; as well as other risk factors listed from time to time in Alcatel-Lucents 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), Nokias and Alcatel Lucents 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 communication are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Alcatel Lucent will be realized or, even
if substantially realized, that they will have the expected consequences to, or effects on, Alcatel Lucent or its business or operations. Except as required by law, Alcatel Lucent undertakes 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 communication relates to the proposed public exchange offer by Nokia to exchange all ordinary shares (including those underlying American depositary
shares) and convertible securities issued by Alcatel Lucent for new ordinary shares of Nokia (including those underlying American depositary shares). This communication is for informational purposes only and does not constitute or form 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 communication is not a substitute for the Tender Offer Statement on Schedule TO to be filed by
Nokia with the SEC, the Preliminary Exchange Offer / Prospectus included in the Registration Statement on Form F-4 (the Registration Statement) filed by Nokia with the SEC, the Solicitation/Recommendation Statement on Schedule 14D-9 to
be filed by Alcatel Lucent with the SEC, the listing prospectus to be filed by Nokia with the Finnish Financial Supervisory Authority, the tender offer document (note dinformation) to be filed by Nokia with the Autorité des
marchés financiers (AMF) or the response document (note en réponse) to be filed by Alcatel Lucent with the AMF (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 communication 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 proposed exchange 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 OMX 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 PUBLIC EXCHANGE OFFER.
The Exchange Offer Documents and other documents referred to above, if filed or furnished by Nokia or
Alcatel Lucent, as applicable, will be available free of charge at the SECs website (www.sec.gov).
Once the public exchange offer has been filed by
Nokia and approved by the AMF, Nokias tender offer document (note dinformation) and Alcatel Lucents response document (note en réponse), containing detailed information with regard to the public exchange offer,
will be available on the websites of the AMF (www.amf-france.org), Nokia (http://company.nokia.com/en) and Alcatel Lucent (www.alcatel-lucent.com), as applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: August 14, 2015
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By: |
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/s/ Jean Raby |
Name: |
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Jean Raby |
Title: |
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Chief Financial and Legal Officer |