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2016-09-06

NOKIA: Nokia to offer EUR 3.50 per share for remaining Alcatel-Lucent shares and expects to reach 100% ownership by early Q4, draft joint offer document has bee

Nokia Corporation

Stock Exchange Release
September 6, 2016 at 17:45 (CET +1)

Nokia to offer EUR 3.50 per share for remaining Alcatel-Lucent shares and
expects to reach 100% ownership by early Q4, draft joint offer document has
been filed with the French stock market authority

The information contained in the draft joint offer document filed with the
French stock market authority (Autorité des marchés financiers, "AMF")
on September 6, 2016 is preliminary and the draft is subject to future
amendments. Please note that the statements in the draft joint offer document
are presented as of the date of filing of the proposed public buy-out offer,
followed by a squeeze-out. The public buy-out offer will not be opened until
the draft joint offer document has been approved and the public buy-out
offer, followed by a squeeze-out, has been cleared by the AMF.

Espoo, Finland - Nokia today announced that it has filed Nokia and
Alcatel-Lucent's draft joint offer document(projet de note d'information
conjointe)
with the AMF relating to Nokia's proposed public buy-out offer in cash for the
remaining 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 would be automatically
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.

Rajeev Suri, President and CEO of Nokia, commented: "Nokia and Alcatel-Lucent
have been operating as one company since January, following the completion of
our public exchange offer, and we have made exceptional progress on the
integration since then. This public buy-out offer and squeeze-out will give
Nokia 100% ownership of Alcatel-Lucent in early Q4 under the indicative
timeline, enabling us to operate even more efficiently, and ensuring we
deliver outstanding service to our customers and further value creation
opportunity to our current and future shareholders."

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.

As of today, Nokia holds 95.32% of the share capital and 95.25% of the voting
rights of Alcatel-Lucent, corresponding to 95.15% of the Alcatel-Lucent share
capital on a fully-diluted basis. Having crossed the 95% ownership thresholds
in Alcatel-Lucent and in accordance with French takeover laws and
regulations, Nokia has filed the Offer with the AMF in order to acquire 100%
of Alcatel-Lucent and complete the combination of the two companies.

Nokia expects the Public Buy-Out Offer to open in the second half of September
2016, following the review and clearance of the Offer by the AMF. The
Squeeze-Out would occur on the trading day following the expiration date of
the Public Buy-Out Offer, which Nokia expects to occur in early October 2016.

Information disclosed in the draft joint offer document

The information contained in the draft joint offer document filed with the AMF
is preliminary and the draft is subject to future amendments before being
cleared by the AMF. The draft joint offer document includes more detailed
information on the terms of the proposed Offer. A copy of the draft joint
offer document is available on Nokia's website
athttp://company.nokia.com/en/investors/financial-reports/filings-related-....

The draft joint offer document includes, without limitation, the following
previously undisclosed information:

Terms of the Offer

In the context of the Public Buy-Out Offer, Nokia is offering a consideration
of:

- EUR 3.50 per Alcatel-Lucent Share,

- EUR 4.51 per 2019 OCEANEs, and

- EUR 4.50 per 2020 OCEANEs.

In the Squeeze-Out, the Shares and OCEANEs not tendered into the Public
Buy-Out Offer will be transferred automatically to Nokia on the trading day
after the expiration date of the Public Buy-Out Offer, for the same
consideration as the above-mentioned consideration of the Public-Buy-Out
Offer.

The consideration of the Offer corresponds to the price paid by Nokia in cash
acquisitions prior to the announcement of Nokia's intention to file an Offer
on June 16, 2016. In accordance with applicable rules and regulations, the
consideration of the Offer has been subject to a valuation by Société
Générale, the presenting bank appointed by Nokia in connection with the
Offer, and a fairness opinion has been delivered by Accuracy, the independent
expert appointed by Alcatel-Lucent's Board of Directors in accordance with
Article 261-1, I and II of the AMF General Regulation. The independent expert
concluded in its report that the consideration of the Offer is fair for
Alcatel-Lucent minority shareholders and OCEANEs holders. The valuation
report of Société Générale and the fairness opinion of Accuracy are included
in the draft joint offer document.

Timetable of the Offer

The timetable for the Offer is subject to approval by the AMF. Based on an
indicative timetable and assuming that the AMF clearance decision is received
on September 20, 2016, the Public Buy-Out Offer would be opened on September
22, 2016 and closed on October 5, 2016. The Squeeze-Out will be implemented
on the trading day after the expiration date of the Public Buy-Out Offer,
which is anticipated to be October 6, 2016. The AMF will announce the
definitive timetable of the Offer in due course.

Recommendation by the Board of Directors of Alcatel-Lucent

The participating members of Alcatel-Lucent's Board of Directors have
unanimously determined that Nokia's proposed Offer is in the best interests
of Alcatel-Lucent, its employees and stakeholders, and have recommended that
all holders of Shares and OCEANEs tender their securities into the Public
Buy-Out Offer. Alcatel-Lucent's Board of Directors made its decision on the
basis of a number of factors further detailed in the draft joint offer
document filed with the AMF today, which include,inter alia
, the report issued by Accuracy which concluded that the terms of the Offer by
Nokia for the Shares and OCEANEs are fair.

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.http://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 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", "would" and similar
expressions. These forward-looking statements include statements relating to:
the review and clearance of the draft joint offer document by the AMF; the
expected clearance, 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: the review and clearance
of the Offer by the AMF, 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 the proposed Public Buy-Out Offer
followed by a Squeeze-Out filed by Nokia with the AMF 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 draft joint offer document (projet de note
d'information conjointe
) filed with theAutorité des marchés financiers
(the "AMF") on September 6, 2016 (as amended and supplemented from time to
time, the "Offer Document"). The proposed 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...

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