November 23, 2015 21:45 EEST
Paris, France - Rajeev Suri, President and Chief Executive Officer of Nokia, met today with French President François Hollande and Minister of Economy Emmanuel Macron to reiterate Nokia's strong involvement in the development of the technology and digital ecosystem in France. This meeting follows the recent launch of Nokia's public exchange offer for Alcatel-Lucent securities as part of the planned combination of the two companies, and was also attended by Marc Rouanne, currently Executive Vice President, Mobile Broadband, Nokia Networks, who would serve as Chief Innovation & Operating Officer in the combined entity. Together, Nokia and Alcatel-Lucent would be an innovation leader in next generation technology and services for an IP connected world.
Following the meeting with President Hollande, Suri commented: "I was honored to be able to reiterate Nokia's support for France to President Hollande in our meeting today. The values of France are far stronger than those who pose a threat to the country and I could see that in the resolve and determination of the President. Nokia will not just be a larger part of the technology ecosystem in the country in the future, but a larger presence in France overall. Once the proposed transaction with Alcatel-Lucent closes, we will have thousands of employees in France, many of them engaged in cutting-edge research and development. We are proud that we will inherit the rich history of Alcatel, and proud of the contribution we will bring to France."
President Hollande renewed his support for the proposed combination with Alcatel-Lucent and thanked Nokia for its commitment to sustainably integrate France into the combined company's strategic plans for the future. President Hollande said: "The involvement of Nokia in the French digital ecosystem is fully consistent with our strategy to develop new economic opportunies, by mobilizing and leveraging the innovation and research capabilities of France."
Nokia intends to be a prominent contributor to the overall development of France's technology ecosystem and a driver of innovation across the French economy. The combined company would build on France's strong competencies in key technology areas, on the existing presence of Alcatel-Lucent in France and on the exceptional technical talent emerging from the French higher education system. It would drive the French telecom innovation ecosystem through key experts localized in France (i.e. Bell Labs France), participation in major initiatives such as Pôles de compétitivité and active involvement and leadership in the French industrial plan ("Industrie du Futur") in continuity of the current efforts within "Souveraineté Télécom".
Additionally, Nokia has committed to creating a EUR 100 million investment fund dedicated primarily to investing in start-ups and innovation in the Internet of Things, Cyber Security and software platform enablers for next generation networks.
The proposed transaction is expected to be completed in the first quarter of 2016, and remains subject to Nokia shareholder approval and Nokia holding over 50% of Alcatel-Lucent's fully diluted share capital following completion of the exchange offer.
By focusing on the human possibilities of technology, Nokia embraces the connected world to help people thrive. Our three businesses are leaders in their fields: Nokia Networks provides broadband infrastructure, software and services; HERE provides mapping, navigation and location intelligence; and Nokia Technologies provides advanced technology development and licensing. www.nokia.com
Tel. +358 (0) 10 448 4900
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
This press 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 "believe," "will", "would" and similar expressions. These forward-looking statements include statements relating to: the opening and expected timeline of the exchange offer; the positioning of the combined company to compete, statements made by Mr. Suri, including with respect to the strategic rationale for the transaction, Nokia's transformation and the expected benefits of the proposed transaction. 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 ability of Nokia to integrate Alcatel Lucent into Nokia operations; the success of the exchange offer; the performance of the global economy; and the impact on the combined company (after giving effect to the proposed 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 press 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 press release relates to the public exchange offer by Nokia to exchange all of the ordinary shares, American depositary shares ("ADSs") and convertible securities issued by Alcatel Lucent for new ordinary shares and ADSs of Nokia. This press 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 Scheduled 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 tender 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 press 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).