Nokia receives clearance from the Committee on Foreign Investment in the United States for the proposed acquisition of Alcate...
September 21 2015 - 8:46PM
Nokia today announced that it has obtained clearance from the
Committee on Foreign Investment in the United States ("CFIUS") for
its proposed acquisition of Alcatel-Lucent. With the conclusion of
the CFIUS process and the previously announced antitrust clearance
by the U.S. Department of Justice, the companies have received the
required regulatory approvals for the proposed transaction in the
United States. Both companies will continue to work closely with
the few remaining antitrust authorities in the relevant
jurisdictions to conclude their regulatory reviews as quickly as
possible. The proposed transaction remains subject to
approval by Nokia shareholders, Nokia holding over 50.00% of
the share capital of Alcatel-Lucent on a fully diluted basis upon
completion of the public exchange offer, receipt of the remaining
regulatory approvals and other customary conditions. The
proposed transaction is expected to close in the first half of
2016.
About Nokia By focusing on the human possibilities of
technology, Nokia embraces the connected world to help people
thrive. Our three businesses are leaders in their fields: Nokia
Networks provides broadband infrastructure, software and services;
HERE provides mapping, navigation and location intelligence; and
Nokia Technologies provides advanced technology development and
licensing. http://www.nokia.com
About Alcatel-Lucent
Alcatel-Lucent is the leading IP networking, ultra-broadband access
and cloud technology specialist. It is dedicated to making global
communications more innovative, sustainable and accessible for
people, businesses and governments worldwide. Its mission is to
invent and deliver trusted networks to help its 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.
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 release
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 "expect," "will" and
similar expressions. These forward-looking statements include
statements relating to the expected timing of closing of the
proposed transaction and satisfaction of conditions precedent,
including regulatory conditions. 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 the parties to obtain the
necessary regulatory approvals and consummate the pending
transaction. 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 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
release 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 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, 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 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 of
Nokia to be filed by Nokia with the Finnish Financial Supervisory
Authority or the offer document (note d'information) to be filed by
Nokia with, and which will be subject to the review of, the 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"). 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. The Exchange Offer Documents have not yet been filed with
appropriate regulators, including 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 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. The information contained in
this 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 Exchange
Offer Documents and other documents referred to above, if filed or
furnished by Nokia or Alcatel-Lucent with the SEC, as applicable,
will be available free of charge at the SEC's website
(www.sec.gov). Once the public exchange offer has been filed by
Nokia and approved by the AMF, Nokia's offer document (note
d'information) and Alcatel's response document (note en réponse),
containing detailed information with regard to the exchange offer,
will be available on the websites of the AMF (www.amf-france.org),
Nokia (www.nokia.com) and Alcatel-Lucent (www.alcatel-lucent.com).
Microsite Details Further information on the transaction can
be found at: www.newconnectivity.com
Media Enquiries: Nokia Communications Tel.
+358 (0) 10 448 4900 Email: press.services@nokia.com
Alcatel-Lucent Communications Valerie La Gamba Tel: + 33
(0)1 55 14 15 91 Email: valerie.la_gamba@alcatel-lucent.com
HUG#1951726
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