Alcatel-Lucent announces further step towards proposed combination with Nokia with filing by Nokia of preliminary draft of registration statement on Form F-4 with SEC
Aug 16, 2015
Paris, France, August 14, 2015
Alcatel-Lucent (Euronext Paris and NYSE: ALU) has announced today that a further step towards the proposed combination with Nokia has been taken with the filing by Nokia of a preliminary draft of its registration statement on Form F-4 (the “Form F-4”) with the U.S. Securities and Exchange Commission (the “SEC”) relating to the proposed public exchange offer to acquire Alcatel-Lucent.
As announced on April 15, 2015, Nokia intends to acquire all of the equity securities issued by Alcatel-Lucent through a public exchange offer in France and in the United States whereby Alcatel-Lucent securities will be exchanged for Nokia shares or Nokia American depositary shares (the “Exchange Offer”). The Exchange Offer will be comprised of a U.S. exchange offer (the “U.S. Offer”) and a French exchange offer (the “French Offer”).
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) would 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 would be made pursuant to a registration statement on Form F-4, the preliminary draft of which was filed with the SEC today by Nokia. The French Offer would be made pursuant to a separate French offer documentation to be filed with the Autorité des marchés financiers (the French Financial Market Regulator) in due course.
The proposed transaction is subject to the minimum tender condition, approval by Nokia’s shareholders, receipt of regulatory approvals and other customary conditions.
Nokia is providing in its press release and in the preliminary draft of its Form F-4 , certain information and in particular, more detailed information on the proposed transaction, pro forma financial statements, risks related to the transaction, terms of the U.S. Offer and termination fees.
The preliminary draft of Nokia’s registration statement on Form F-4 is available free of charge at the SEC’s website (http://www.sec.gov) and on Nokia's website at (http://company.nokia.com/en/investors/financial-reports/sec-filings). Nokia’s press release published in connection with such filing is available at (http://company.nokia.com/en/news/press-releases).