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PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933

SUBJECT COMPANY: ALCATEL-LUCENT

FILE NO. 001-11130

Nokia has filed its draft public exchange offer document with the French stock market authority relating to the proposed public exchange offer to acquire Alcatel-Lucent

Nokia Corporation

Stock Exchange Release

October 29, 2015 at 19:45 (CET +1)

Nokia has filed its draft public exchange offer document with the French stock market authority relating to the proposed public exchange offer to acquire Alcatel-Lucent

The information contained in the draft public exchange offer document filed with the French stock market authority (Autorité des marchés financiers, AMF) on October 29, 2015 is preliminary and incomplete and the draft is subject to future amendments. Please note that the statements in the draft public exchange offer document are presented as of the date of filing of the proposed public exchange offer. Nokia may not commence the public exchange offer until the draft public exchange offer document has been reviewed and cleared by the AMF.

Espoo, Finland Nokia today announced that it has filed its draft public exchange offer document ( note dinformation ) with the AMF relating to the proposed public exchange offer. As previously announced, Nokia intends to acquire all ordinary shares, American depositary shares (ADSs) and convertible bonds (OCEANEs) issued by Alcatel-Lucent through a public exchange offer in France (the French Offer) and in the United States (the U.S. Offer) whereby Alcatel-Lucent securities will be exchanged for Nokia shares in the French Offer and Nokia shares or Nokia ADSs in the U.S. Offer (jointly, the Exchange Offer).

Nokia expects to open the Exchange Offer in the second half of November 2015, following the review and clearance of the proposed public exchange offer by the AMF. Once the Exchange Offer period opens, the proposed transaction will remain subject to approval by Nokia shareholders and the satisfaction of the minimum tender condition set at more than 50% of Alcatel-Lucents share capital on a fully diluted basis, unless such condition is waived in accordance with applicable law and regulation.

Information disclosed in the draft public exchange offer document

The information contained in the draft public exchange offer document filed with the AMF is preliminary and incomplete and the draft is subject to future amendments before being cleared by the AMF. The draft public exchange offer document includes more detailed information on the terms of the proposed French Offer. A copy of the draft public exchange offer document is posted on Nokias website at http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction.

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In the draft public exchange offer document, Nokia is providing, among others, the following information not previously disclosed.

Terms of the Exchange Offer

As previously disclosed, Nokia is offering a consideration of 0.5500 Nokia shares in exchange for each Alcatel-Lucent share and Alcatel-Lucent ADS and such number of Nokia shares in exchange for one OCEANE that is based on the exchange ratio of 0.5500 Nokia shares per each Alcatel-Lucent share which would be issuable upon conversion or exchangeable upon exchange of the OCEANE at the conversion/exchange ratio which will apply on the opening date of the Exchange Offer.

The precise offer price for the OCEANEs cannot be determined until the opening date of the Exchange Offer has been established, but preliminarily, Nokia is offering to exchange the Alcatel-Lucent OCEANEs for Nokia shares under the following exchange ratios (based on the expected opening date of November 18, 2015):

Timetable of the Exchange Offer

The timetable for the French Offer is subject to approval by the AMF, but based on an indicative timetable and assuming that the AMF clearance decision would be received on November 12, 2015, the French Offer would be opened on November 18, 2015, closed on December 22, 2015 and settled on January 7, 2016. Assuming that the Exchange Offer is successful, the French Offer would be reopened on January 14, 2016, close on...


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