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2016-02-03

NOKIA: Nokia announces that the reopened offer period in its public exchange offer for Alcatel-Lucent securities has now closed

Nokia Corporation

Stock Exchange Release
February 3, 2016 at 18:35 (CET +1)

Nokia announces that the reopened offer period in its public exchange offer
for Alcatel-Lucent securities has now closed

Espoo, Finland - The reopened offer period in Nokia's public exchange offer
for Alcatel-Lucent securities in France and the United States (the "Reopened
Offer") has now closed. Accordingly, holders of Alcatel-Lucent shares,
American Depositary Shares ("ADSs") and OCEANEs may no longer tender into the
Reopened Offer. Alcatel-Lucent shares, ADSs or OCEANEs that have been
tendered during the Reopened Offer may not be withdrawn.

Nokia expects the results of the Reopened Offer to be published by the French
stock market authority,Autorité des Marchés Financiers
(the "AMF"), on February 10, 2016. Any Alcatel-Lucent shares, ADSs or OCEANE
convertible bonds that have not been tendered into the Reopened Offer will
remain outstanding.

Alcatel-Lucent has already announced that its ADS program will be terminated
following the settlement of the Reopened Offer, on February 24, 2016. As
already announced, Nokia also intends to delist Alcatel-Lucent's ADSs from
the New York Stock Exchange and, subject to applicable law, deregister
Alcatel-Lucent's ADSs under U.S. securities laws.

If Nokia reaches 95% ownership of the share capital and voting rights of
Alcatel-Lucent, it intends to squeeze out the remaining shares. In addition,
if Nokia reaches 95% ownership of Alcatel-Lucent's fully diluted shares, it
intends to squeeze-out the remaining OCEANE convertible bonds. Any such
squeeze-out must be implemented within 3 months of the closing of the
Reopened Offer and will be subject to a clearance decision by the AMF.

In addition, Nokia reserves the right, subject to applicable law, to cause
Alcatel-Lucent to redeem at par value, plus, as applicable, accrued interest
from the date the interest was last paid, to the date set for the early
redemption all of the outstanding OCEANEs 2018, OCEANEs 2019 or OCEANEs 2020,
if less than 15% of the issued OCEANEs of any such series remain outstanding.

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

ENQUIRIES

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
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
"believe," "will", "would" and similar expressions. These forward-looking
statements include statements relating to: the expected date of publication
of the results of the reopened offer; Nokia's intentions with respect to the
Alcatel-Lucent American Depositary Shares ("ADSs") after the settlement of
the reopened offer; Nokia's intentions with respect to squeeze-out of
Alcatel-Lucent securities; and Nokia's intentions with respect to the
redemption of the OCEANEs.
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: regulatory restrictions applicable to
Nokia's operations after the settlement of the reopened offer; the success of
the reopened offer; the performance of the global economy; and the impact on
the combined company (after giving effect to the 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 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 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 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 the
public exchange offer by Nokia
to exchange all of
the ordinary shares, ADSs
and convertible securities issued by Alcatel
Lucent for new ordinary shares
and ADSs
of Nokia. 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, ADSs or
convertible securities of Alcatel
Lucent, nor is it a substitute for the Tender Offer Statement on Schedule TO;
the Registration Statement on Form F-4 (the "Registration Statement")
(Registration No. 333- 206365) or the Solicitation / Recommendation Statement
on Schedule 14D-9 each filed with the SEC, the listing prospectus and listing
prospectus supplement of Nokia filed with the Finnish Financial Supervisory
Authority or Nokia's offer document
(note d'information)
and Alcatel Lucent's response document (note en réponse) filed with the
Autorité des marchés financiers (
"AMF"
) on October 29, 2015 and which received the visa of the AMF on November 12,
2015 (including the letters 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 exchange offer is being made only through the Exchange Offer
Documents.

The making of the 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 exchange
offer.
The exchange 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 IMPORTANT
INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING THE EXCHANGE OFFER.

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 Exchange Offer Documents and other documents referred to above, if filed
or furnished by Nokia or Alcatel
Lucent with the SEC, as applicable, are available free of charge at the SEC's
website (www.sec.gov).

Nokia's offer document (note d'information) and Alcatel Lucent's response
document (note en réponse), which received visa No. 15-573 and No. 15-574
respectively from the AMF, containing detailed information with regard to the
exchange offer, are available on the websites of the AMF
(www.amf-france.org), Nokia (www.nokia.com) and Alcatel Lucent
(www.alcatel-lucent.com).

---------------------------------------

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: NOKIA via Globenewswire

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