The French stock market authority (Autorité des marchés financiers,
"AMF") announced today the continuation of the timetable of Nokia's
public buy-out offer (the "Public Buy-Out Offer") followed by a
squeeze-out (the "Squeeze-Out", together with the Public Buy-Out
offer, the "Offer") for all remaining securities of Alcatel-Lucent.
Accordingly, the Public Buy-Out Offer period will end on October
31, 2016 and the Squeeze-Out will be implemented on November 2,
2016, in accordance with the General Regulation of the AMF.
The legal challenge filed before the Paris Court of Appeal on
September 30, 2016 against the AMF's clearance decision regarding
the Offer dated September 20, 2016 is still pending and the Court
is expected to issue a decision during the first quarter of 2017.
Nokia believes that the Offer complies with all applicable laws and
regulations and that the legal challenge is without merit.
In connection with the continuation of the timetable, as a
precautionary measure until the decision of the Paris Court of
Appeal, Nokia has committed in particular to deposit into blocked
accounts (i) a sum equal to the difference between the price of the
Offer and the price requested by the claimants in the legal
challenge, multiplied by the total number of Alcatel-Lucent
securities that were targeted by the Public Buy-Out Offer, and (ii)
the securities which have been and will be acquired as part of the
Offer. Nokia also committed to maintain the integrity of the entity
Alcatel Lucent S.A. In the event that the AMF's clearance decision
would be nullified or amended by the Paris Court of Appeal, Nokia
undertook in particular to (i) return the Alcatel Lucent securities
acquired as part of the Offer to the former holders of securities
who would make such a request, (ii) file a modified public buy-out
offer to be followed by a squeeze-out which would comply with
applicable French laws and regulations and the decision of the
Paris Court of Appeal, and (iii) pay the difference between the
initial offer price and the modified price, as the case may be, to
all holders of securities acquired by Nokia in the context of the
Offer.
Documentation relating to the Offer, which includes Nokia and
Alcatel-Lucent's joint offer document (note d'information
conjointe) and Nokia's and Alcatel-Lucent's respective "other
information" documents, 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 (www5.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 Nokia 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",
"believe" and similar expressions. These forward-looking statements
include statements relating to: the legal challenge against the
AMF's clearance decision filed before the Paris Court of Appeal,
the expected timetable of the Offer, including the expected
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, the outcome of the litigation before the Paris Court of
Appeal 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
Alcatel-Lucent'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 Alcatel-Lucent's joint offer document ( note
d'information conjointe ) which received from the AMF the visa No.
16-438 date September 20, 2016 and contains detailed information
with regard to the Public Buy-Out Offer followed by a Squeeze-Out,
as well as Nokia's and Alcatel-Lucent's respective "other
information" documents relating in particular to their legal,
financial and accounting characteristics, are 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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