Espoo, Finland – Nokia announced today that it has satisfied all of the material conditions to the filing of its public exchange offer (“Exchange Offer”) for Alcatel-Lucent. This follows the decision by the French Ministry of Economy (MINEFI) to approve the proposed transaction today.
“Today’s approval by France moves Nokia an important step closer to joining with Alcatel-Lucent and creating a new leader in next generation technology and services for an IP connected world,” said Nokia President and CEO, Rajeev Suri. “I would like to thank French Minister of the Economy Emmanuel Macron and his team for the constructive engagement we have enjoyed throughout this process. We now look forward to providing our shareholders with the opportunity to approve the proposed transaction, and to giving Alcatel-Lucent shareholders and convertible bondholders the chance to exchange their securities for shares in Nokia. We firmly believe that this combination is a long-term value creation opportunity for both sets of investors and other stakeholders.”
With such material regulatory approvals now received, Nokia intends to proceed with the filing of the Exchange Offer for Alcatel-Lucent securities. The Exchange Offer will comprise of a French public exchange offer (the “French Offer”) and a U.S. public exchange offer (the “U.S. Offer”). Once the Exchange Offer period opens, the proposed transaction will remain subject to approval by Nokia shareholders and the successful closing of the Exchange Offer. The initial Exchange Offer settlement date is expected to be in the first quarter of 2016.
As part of the Exchange Offer, consideration of 0.55 of a newly issued ordinary share of Nokia (subject to adjustments for any dividend other than the previously paid Nokia dividend for 2014) will be offered in exchange for each ordinary share of Alcatel-Lucent (including ordinary shares of Alcatel-Lucent represented by American depositary shares) issued and outstanding and tendered into the Exchange Offer. An equivalent offer will be made for each outstanding class of Alcatel-Lucent OCEANEs (OCEANE 2018, OCEANE 2019 and OCEANE 2020).
The U.S. Offer will be made pursuant to a registration statement on Form F-4 filed initially with the Securities and Exchange Commission on August 14, 2015. The French Offer will be made pursuant to a separate French offer document that will be filed later with the Autorité des Marchés Financiers.