Nokia today announced that the French stock market authority
(Autorité des marchés financiers, "AMF") has approved Nokia's
proposed public buy-out offer in cash followed by a squeeze-out in
cash relating to the remaining securities of Alcatel-Lucent that
Nokia does not already own. As previously announced, Nokia proposes
to acquire, through a public buy-out offer in cash, all the
Alcatel-Lucent shares (the "Shares"), bonds convertible into new or
exchangeable for existing Alcatel-Lucent shares due on January 30,
2019 (the "2019 OCEANEs"), and bonds convertible into new or
exchangeable for existing Alcatel-Lucent shares due on January 30,
2020 (the "2020 OCEANEs", and together with the 2019 OCEANEs, the
"OCEANEs") it does not already own (the "Public Buy-Out Offer").
The Public Buy-Out Offer will be followed by a squeeze-out in cash
of the Shares and OCEANEs not tendered into the Public Buy-Out
Offer (the "Squeeze-Out", and together with the Public Buy-Out
Offer, the "Offer"), in accordance with the General Regulation of
the AMF.
In the Public Buy-Out Offer, Nokia is offering a consideration
of EUR 3.50 per Alcatel-Lucent Share, EUR 4.51 per 2019 OCEANE, and
EUR 4.50 per 2020 OCEANE. In the Squeeze-Out, the Shares and
OCEANEs not tendered into the Public Buy-Out Offer will be
transferred to Nokia for the same consideration as the
above-mentioned consideration of the Public-Buy-Out Offer, net of
all costs.
The Offer will be made exclusively in France, and in the United
States pursuant to an exemption from the U.S. tender offer rules
provided by Rule 14d-1(c) and, to the extent applicable, Rule
13e-4(h)(8) of the U.S. Securities Exchange Act of 1934. Holders of
Alcatel-Lucent Shares and OCEANEs located outside of France and the
United States may not participate in the Public Buy-Out Offer
except if, pursuant to the local laws and regulations applicable to
those holders, they are permitted to do so.
Nokia expects the Public Buy-Out Offer to open on September 22,
2016 and close on October 5, 2016. The Squeeze-Out will be
implemented on the trading day following the expiration date of the
Public Buy-Out Offer, which is anticipated to be on October 6,
2016. These dates are indicative and the AMF is expected to
announce the definitive timetable of the Offer on September 21,
2016, after the filing by Nokia and Alcatel Lucent of their
respective "other information" documents relating, in particular,
to their legal, financial and accounting characteristics.
Nokia and Alcatel Lucent's joint offer document (note
d'information conjointe) is available on the AMF website
(www.amf-france.org), on Nokia's website
(http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction),
and on Alcatel-Lucent's website (www.alcatel-lucent.com).
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
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
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 "expect", "will" and
similar expressions. These forward-looking statements include
statements relating to: the expected filing by Nokia and Alcatel
Lucent of their "other information" documents relating, in
particular, to their legal, financial and accounting
characteristics; the expected publication by the AMF of the
timetable of the Offer; the expected opening and closing dates of
the Public Buy-Out Offer; and the implementation date of the
Squeeze-Out. 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: AMF's regulation of the Offer 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 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 Nokia's Public Buy-Out
Offer followed by a Squeeze-Out for all of the ordinary shares and
OCEANE convertible bonds of Alcatel Lucent. 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 or OCEANE convertible bonds
of Alcatel Lucent, nor is it a substitute for Nokia and ALU's joint
offer document (note d'information conjointe) filed by Nokia with,
and which received visa No. 16-438 from the AMF on September 20,
2016 (as amended and supplemented from time to time, the "Offer
Document"). The Public Buy-Out Offer followed by a Squeeze-Out is
being made only through the Offer Document.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE OFFER
DOCUMENT AND ALL OTHER RELEVANT DOCUMENTS THAT NOKIA OR ALCATEL
LUCENT MAY FURNISHED OR FILE WITH THE SEC OR AMF WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS
AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE PUBLIC BUY-OUT OFFER FOLLOWED BY A SQUEEZE-OUT.
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 Offer Document and other documents referred to above, if
furnished by Nokia or Alcatel Lucent with the SEC, will be
available free of charge at the SEC's website (www.sec.gov).
Nokia and ALU's joint offer document (note d'information
conjointe) which received visa No. 16-438 from the AMF contains
detailed information with regard to the Public Buy-Out Offer
followed by a Squeeze-Out, is available on the websites of the AMF
(www.amf-france.org), Nokia (www.nokia.com) and Alcatel Lucent
(www.alcatel-lucent.com).
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