Stock Exchange Release
October 31, 2016 at 18:45 (CET +1)
Nokia announces that the offer period of its public buy-out offer for Alcatel-Lucent securities has now closed
Espoo, Finland - The offer period in Nokia's public buy-out offer for Alcatel-Lucent remaining shares (the "Shares"), bonds convertible into new or exchangeable for existing Shares due on January 30, 2019 (the "2019 OCEANEs"), and bonds convertible into new or exchangeable for existing Shares due on January 30, 2020 (the "2020 OCEANEs", and together with the 2019 OCEANEs, the "OCEANEs") (the "Public Buy-Out Offer") has now closed. Accordingly, holders of Alcatel-Lucent Shares and OCEANEs may no longer tender their securities into the Public Buy-Out Offer.
The results of the Public Buy-Out Offer will be published by the French stock market authority (Autorité des marchés financiers, "AMF"), on November 2, 2016, which is also the date on which the squeeze-out of all Alcatel-Lucent Shares and OCEANEs not tendered into the Public Buy-Out Offer will occur (the "Squeeze-Out", and together with the Public Buy-Out Offer, the "Offer"), in accordance with the AMF general regulation. In the Squeeze-Out, the Shares and OCEANEs not tendered into the Public Buy-Out Offer will be transferred to Nokia for the same consideration as the consideration of the Public Buy-Out Offer, i.e., EUR 3.50 per Alcatel-Lucent Share, EUR 4.51 per 2019 OCEANE and EUR 4.50 per 2020 OCEANE, net of all costs.
The documentation relating to the Offer, which includes Nokia and Alcatel-Lucent's joint offer document (note d'information conjointe) and Nokia's and Alcatel-Lucent's respective "other information" documents, is available on the AMF website (www.amf-france.org), on Nokia's website (http://company.nokia.com/en/investors/financial-reports/filings-related…), and on Alcatel-Lucent's website (www5.alcatel-lucent.com).
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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. www.nokia.com
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 stock exchange release contains forward-looking statements that reflect Nokia'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" and similar expressions. These forward-looking statements include statements relating to: the expected date of announcement of the results by the AMF, the implementation date of the Squeeze-Out, and consideration offered in 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: AMF's regulation of the Offer as well as other risk factors listed from time to time in Nokia's and Alcatel-Lucent's filings with (or documents furnished to) 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, the tender offer notification furnished on Form CB, and any other documents that Nokia or Alcatel-Lucent have filed with (or furnished to) 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 Nokia's Public Buy-Out Offer followed by a Squeeze-Out 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 Alcatel-Lucent's joint offer document (note d'information conjointe) filed by Nokia with, and which received visa No. 16-438 from the AMF on September 20, 2016 (as amended and supplemented from time to time, the "Offer Document"). The 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 OR ALCATEL-LUCENT MAY FURNISHED OR FILED WITH THE SEC OR AMF WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PUBLIC BUY-OUT OFFER FOLLOWED BY A SQUEEZE-OUT.
The information contained in this stock exchange 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 Offer Document and other documents referred to above, if filed or furnished by Nokia or Alcatel-Lucent with the SEC, will be available free of charge at the SEC's website (www.sec.gov).
Nokia and Alcatel-Lucent's joint offer document (note d'information conjointe) which received from the AMF the visa No. 16-438 date September 20, 2016 and contains detailed information with regard to the Public Buy-Out Offer followed by a Squeeze-Out, as well as Nokia's and Alcatel-Lucent's respective "other information" documents relating in particular to their legal, financial and accounting characteristics, are available on the websites of the AMF (www.amf-france.org), Nokia (www.nokia.com) and Alcatel-Lucent (www.alcatel-lucent.com).