Dated as of November 12, 2015 and declared effective by the U.S. Securities Exchange Commission on November 13, 2015.
Nokia’s registration statement on Form F-4
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
This preliminary prospectus / offer to exchange included in the Registration Statement on Form F-4 (the “Registration Statement”) relates to the proposed public exchange offer by Nokia to exchange all of ordinary shares and convertible securities issued by Alcatel-Lucent for new ordinary shares of Nokia. The information included in the Registration Statement is not complete and may be changed. In addition, the information included in the Registration Statement is presented as of the date of effectiveness of the Registration Statement, which is expected to be around the date of commencement of the U.S. exchange offer by Nokia to exchange all of ordinary shares and convertible securities issued by Alcatel-Lucent for new ordinary shares of Nokia. This information may not be accurate as of the today’s date and may be making certain assumptions about the exchange offer and its progress. This Registration Statement 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 of ordinary shares or convertible securities of Alcatel-Lucent or Nokia securities, nor is it a substitute for the tender offer statement on Schedule TO to be filed 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 with, and which will be subject to the review of, the French Autorité des marchés financiers ("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 public 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, ESPECIALLY THE REGISTRATION STATEMENT, 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 PUBLIC EXCHANGE OFFER.
The information contained in the Registration Statement 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 the Registration Statement are published, released or distributed must inform themselves about and comply with such laws or regulations. Nokia does not accept any responsibility for any violation by any person of any such restrictions.
The Exchange Offer Documents and other documents referred to above (including the Registration Statement), 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 with the AMF, Nokia’s offer document (note d’information) and Alcatel’s response document (note en réponse), containing detailed information with regard to the French public 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).
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