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Nokia_brandmark_logo_blue_vector_RGB.emf Disclaimer: Forward-looking
statements This presentation contains forward-looking statements that reflect
Nokias and 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 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 Nokias 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 Nokias and 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 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 SECs website (www.sec.gov).
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