Nokia resolves to issue new shares in a directed share issue to the Alcatel-Lucent depositary in exchange for Alcatel-Lucent shares
17/03/2016
Stock Exchange Release
March 17, 2016 at 08:00 (CET +1)
Nokia resolves to issue new shares in a directed share issue to the Alcatel-Lucent depositary in exchange for Alcatel-Lucent shares
Espoo, Finland - Nokia announces today that it has resolved to issue a maximum of 72 842 811 new shares (Shares, each a Share) in deviation from shareholders pre-emptive rights based on a resolution by the Board of Directors pursuant to the authorization granted by the Extraordinary General Meeting held on December 2, 2015. The Shares will be paid by contribution in kind with the Alcatel-Lucent shares purchased from the JPMorgan Chase Bank, N.A., as depositary (the Depositary) in the Alcatel-Lucent American depositary receipts (ADR) program.
The Shares will be issued to the Depositary as consideration for Alcatel-Lucent shares that Nokia is expected to purchase from the Depositary pursuant to the Share Purchase Agreement (the SPA), dated March 16, 2016, between Nokia and the Depositary in order to increase Nokias ownership in Alcatel-Lucent. Pursuant to the SPA, Nokia would acquire all Alcatel-Lucent shares underlying the remaining outstanding ADRs after termination of the ADR program, which is expected to occur on April 25, 2016.
The Alcatel-Lucent shares will be purchased at the same exchange ratio as that offered in Nokias recently completed public exchange offers for Alcatel-Lucent securities in France and in the United States, i.e. 0.5500 Shares for each Alcatel-Lucent share. There are currently 127 930 767 Alcatel-Lucent shares in the ADR program, excluding ADRs owned by Nokia, representing approximately 3.6% of the share capital and approximately 3.6% of the voting rights of Alcatel-Lucent as of the date hereof. This would correspond to the issuance of 70 361 922 Nokia Shares and this number may be further reduced by any cancellations of ADRs occurring through April 25, 2016.
The completion of the purchase and sale of the Alcatel-Lucent shares is subject to satisfaction or waiver of certain conditions precedent, including the expiration of the currently pending cancellation period with respect to the Alcatel-Lucent ADR program, accuracy of representations and warranties, compliance with covenants and absence of legal restrictions with respect to the transaction.
The settlement of the purchase of the Alcatel-Lucent shares from the Depositary is expected to take place during the first half of May 2016, and the final number of Shares issued will be announced in connection with the settlement.
About Nokia
Nokia is a global leader in the technologies that connect people and things. Powered by the innovation of Bell Labs and Nokia Technologies, the company is at the forefront of creating and licensing the technologies that are increasingly at the heart of our connected lives.
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
ENQUIRIES
Media Enquiries:
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com
Investor Enquiries:
Nokia
Investor Relations
Tel. +358 4080 3 4080
Email: investor.relations@nokia.com
Microsite details
Further information on the transaction can be found at: www.newconnectivity.com
FORWARD-LOOKING STATEMENTS
This stock exchange release contains forward-looking statements that reflect Nokias current expectations and views of future events and developments. Some of these forward-looking statements can be identified by terms and phrases such as expected, will, may and similar expressions. These forward-looking statements include statements relating to the expected settlement of the purchase of the Alcatel-Lucent shares, including the timing thereof and the number of Alcatel-Lucent shares that would be purchased by Nokia. 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 level of cancellation of ADRs; any regulatory restraints on the transaction; compliance by the parties with the terms of the Share Purchase Agreement; and the impact on Nokia of any of the foregoing risks or forward-looking statements, as well as other risk factors listed from time to time in Nokias and Alcatel-Lucents 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 Nokias and Alcatel-Lucents 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 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.
LINK: | http://company.nokia.com/en/news/press-releases/2016/03/17/nokia-resol... |
See more stories from nokia |
Most recent headlines
04/08/2024
Dalet Appoints Santiago Solanas as CEO to Lead Next Era of Growth and Innovation
Dalet, a leading technology and service provider for media-rich organizations, is excited to announce Santiago Solanas as its new Chief Executive Officer (CEO)....
03/06/2024
Dalet and Veritone Reach Agreement to Distribute, Transact and Monetize Media Archives
Dalet, a leading technology and service provider for media-rich organizations, a...
30/04/2024
The Anchor of Our Work at the Native Lab: A Dispatch from Adam Piron
By Adam Piron In anticipation of this edition of the Indigenous Program's Native Lab, it actually dawned on me that this will be our lab's tenth year i...
30/04/2024
Launch of SBS South Asian channel and SBS Spice, a new English language offering for younger South Asian Australians
Launch of SBS South Asian channel and SBS Spice, a new English language offering...
30/04/2024
lodie Ichter Joins Light Iron as Senior Colorist
LOS ANGELES (April 30, 2024) Light Iron, the post-production creative-services division of Panavision, is excited to announce that lodie Ichter has joined th...
30/04/2024
Breadth of Support
Now streaming on Netflix, Good Grief marks the feature-film directorial debut of Daniel Levy, well known as the co-creator and costar of the series Schitt's...
30/04/2024
PBS Masterpiece Sets Third TV Adaptation Of The Forsyte Saga'
The Forsyte Saga, John Galsworthy's sweeping portrait of a wealthy British family in 1880s London, is getting its third TV adaptation in less than 60 years....
30/04/2024
Clear-Coms Eclipse HX and Agent-IC Technology Illuminate Coverage of Solar Eclipse
eds3_5_jq(document).ready(function($) { $(#eds_sliderM519).chameleonSlider_2_1({...
30/04/2024
Plex Partners with T-Mobile To Grow Connected TV Reach
CAMPBELL, Calif. Streaming media company Plex and T-Mobile will work together to expand T-Mobile's connected TV (CTV) inventory and advance the connection b...
30/04/2024
Roku, iSpot Launch Expanded Streaming Audience Measurement Partnership
SAN JOSE, Calif. & BELLEVUE, Wash. Roku, Inc. has announced an expanded measurement partnership with iSpot.tv, the cross-platform TV measurement company....
30/04/2024
Paramount+ Subs Hit 71M as Revenue Grew by 51% YoY
NEW YORK As Paramount Global wrestled with management turmoil and ongoing negotiations for a proposed merger with Skydance, the company managed to report improv...
30/04/2024
Cobalt Digital Receives Trifecta of Awards at NAB 2024
Cobalt Digital Receives Trifecta of Awards at NAB 2024 Company adds two 2024 NAB Show Product of the Year awards and one Best of Show from TV Tech to long list...
30/04/2024
arkonas BLADE runner IP Audio Engine Receives Best of Sho...
arkona technologies GmbH, provider of IP core infrastructure solutions for top-tier broadcast productions, has announced that its BLADE//runner IP Audio Engine ...
30/04/2024
OpenDrives Joins AWS Partner Network
OpenDrives, Inc., the global provider of software-defined media workflow solutions and data management capabilities, announced today that it has joined the glob...
30/04/2024
dandb group unveils SustainSymphony a ground-breaking clo...
The first norm conform sustainability service dedicated to the needs of the events industry Easy-to-use, intuitive platform for venues, event organisers and su...
30/04/2024
Dejero Smart Blending Technology opens new opportunities...
Dejero GateWay enables Stream7 to create independent internet connectivity at any venue or location, including UK teaching hospital for live streaming of surgic...
30/04/2024
farmerswife and Cirkus to Showcase Cutting-Edge Solutions...
Excitement is building as farmerswife, a leading software provider for resource scheduling, project management, and team collaboration in the media industry, ha...
30/04/2024
XL8 Clears SOC 2 Type II Audit Enhancing Data Security
XL8, a leading deep-tech startup specializing in AI-powered machine translation technology, proudly announces the successful completion of a System and Organiza...
30/04/2024
CABSAT 2024 - Leader and PHABRIX to showcase latest Test...
Test & measurement innovator, Leader Electronics of Europe, has announced that it will exhibit at CABSAT, which takes place this year from 21-23 May 2024 at the...
30/04/2024
MRMC Debuts Cinebot Max Camera Robot at NAB 2024
MRMC Debuts Cinebot Max Camera Robot at NAB 2024 Brie Clayton April 30, 2024 0 Comments Expands its range of live-action, motion-control camera robots...
30/04/2024
Next Jazz Legacy Announces 2024 Cohort of Women and Nonbinary Awardees
Next Jazz Legacy Announces 2024 Cohort of Women and Nonbinary Awardees The program was created by New Music USA and the Berklee Institute of Jazz and Gender J...
30/04/2024
SES Announces Acqusition of Intelsat for $3.1B
European telecom satellite company SES announced today that it is acquiring rival Intelsat for $3.1 billion. The deal, unanimously approved by both companies...
30/04/2024
Bakish Out at Paramount
Bob Bakish, chief executive of Paramount stepped down on Monday, effective immediately. Bakish, who was a staunch ally of Shari Redstone, controlling shareholde...
30/04/2024
Hotspring unveils Slapshot ML-driven rotoscoping solution
Hotspring said the breakthrough had been achieved through the acceleration of machine learning technology By Matthew Corrigan Published: April 30, 2024 Ho...
30/04/2024
SES to acquire Intelsat in $3.1 billion deal
Speaking about the deal, Adel Al-Saleh, CEO of SES, said: it will bring value-added, efficient, and reliable offerings for both companies media customers By Je...
30/04/2024
Bob Bakish officially out at Paramount, new Office of the CEO finalising long-term plan'
Paramount said the Office of the CEO is working with its board to develop a comp...
30/04/2024
Gray Television Using NextGen TV to Roll Out Advanced Features Like HDR
LOUISVILLE, Ky. In another sign that broadcasters are finally using NextGen TV broadcasts to offer viewers new features instead of simply simulcasting existing ...
30/04/2024
Oklahoma Journalism Hall of Fame To Honor Blaise Labbe
OKLAHOMA CITY The Oklahoma Journalism Hall of Fame will induct Blaise Labbe, a group news director for Sinclair Broadcast Group, May 2 at the 54th Anniversary I...
30/04/2024
Cox Media Group, Dish Ink New Multi-Year Agreement
ATLANTA and ENGLEWOOD, Colo. Cox Media Group and Dish have ended a dispute over retransmission fees that lasted nearly a year and a half with a new multi-year ...
30/04/2024
TelevisaUnivision Taps LTN for IP-Based Distribution
Video transport solution provider LTN has announced that it is working with TelevisaUnivision to help the Spanish-language media giant migrate to IP-based video...
30/04/2024
NBC KXAS and Telemundo KXTX Used Clear-Com Solutions for Eclipse Coverage
ALAMEDA, Calif. Clear-Com has released details about how it played a pivotal role in the seamless coverage of the recent solar eclipse on April 8, 2024 by NBC K...
30/04/2024
Scripps Appoints Seth Walters To Steer CTV Sales Strategy
CINCINNATI The E.W. Scripps Company is adding Seth Walters to its sales leadership team as head of CTV sales, effective April 29....
30/04/2024
Durham Bulls Saturday Game, First Sellout of 2024 Season
The force was strong at the Durham Bulls Athletic Park on Saturday night, April 27, 2024, as the night netted the ballpark's first official sellout crowd of...
30/04/2024
NewFront Life Is a Cabaret for LGBTQ+ Network Revry
Revry, a network celebrating queer culture. said its second annual NewFront presentation will be a cabaret-type spectacle showcasing the spirit of the LGBTQ+ co...
30/04/2024
FETV Viewers Say Howdy' as Wyatt Earp' Joins Lineup
Family Entertainment Television (FETV) said that the Western series The Life and Legend of Wyatt Earp will be joining the network's afternoon lineup startin...
30/04/2024
Bob Bakish Departing Paramount, According to Reports
Bob Bakish, president and CEO of Paramount Global, will depart the company as Paramount explores a merger, according to numerous published reports. The reports ...
30/04/2024
Tribeca Festival Announces Talks, Reunions & Retrospectives
April 30th, 2024 Press Materials Available Here TRIBECA FESTIVAL 2024 ANNOUNCES TALKS, REUNIONS, & RETROSPECTIVES Live Conversations with Judd Apatow, Andy C...
30/04/2024
Solid momentum into the year for Telenor
6 minute read Share alt=Alternative descriptive text class=lazyload main main-lazyloaded responsive-image data-v-1a5ebb10> Telenor showed good momentum...
30/04/2024
SES Acquiring Intelsat to Create New Satellite Giant; Will Offer Improved Reach and Redundancy for Media Customers
SES Acquiring Intelsat to Create New Satellite Giant; Will Offer Improved Reach ...
30/04/2024
WDR Filmhaus to Implement Riedel Infrastructure
Wuppertal April 30, 2024 WDR Filmhaus to Implement Riedel Infrastructure Award-Winning MediorNet HorizoN Hybrid Processing Platform Serves as Bridge to IP Ri...
30/04/2024
Tilda Swinton Joins Colin Farrell in Edward Berger's 'The Ballad of a Small Player' for Netflix
Back to All News Tilda Swinton Joins Colin Farrell in Edward Bergers The Ballad...
30/04/2024
Netflix Reveals First Look Images and Teaser from 'Senna', Inspired on the Life of Famed F1 Driver
Back to All News Netflix Reveals First Look Images and Teaser from Senna, Inspi...
30/04/2024
Top 10 Week of Apr. 22: Baby Reindeer' and Rebel Moon - Part Two: The Scargiver' Hold Onto the Top Spots
Back to All News Top 10 Week of Apr. 22: Baby Reindeer' and Rebel Moon - ...
30/04/2024
Female Leadership in the Age of AI: United Kingdom
Dr. Nicola Hodson, Chief Executive, IBM UK & Ireland introduces the UK findings of an IBM study on female leadership in the age of AI Advances in Artificial In...
30/04/2024
FOR-As RDS Conductor Wins 2024 NAB Show Product of the Year Award
Channel Expansion, and New Codecs, Compression and Transport Technology Among Latest Updates...
30/04/2024
Accel-KKR Credit Partners Provides Growth Financing to Dalet
Accel-KKR Credit Partners today announced that it has provided debt financing to support Dalet in its next chapter of innovation and growth. Accel-KKR Credit Pa...
30/04/2024
Skeem Saam: Monday's episode, 29 April 2024 [video]
Skeem Saam: Monday's episode, 29 April 2024 [video]Missed an episode of Skeem Saam? No problem! Watch the latest episode of your favourite South African soa...
30/04/2024
Tonight on Skeem Saam: Lewatle witnesses an explosive fight between Sthoko and Babeile
Tonight on Skeem Saam: Lewatle witnesses an explosive fight between Sthoko and B...
30/04/2024
RT NEWS ANNOUNCES DAVID MURPHY AS NEW ECONOMICS & PUBLIC AFFAIRS CORRESPONDENT
RT News is pleased to announce the appointment of David Murphy as its new Economics & Public Affairs Correspondent. David is currently RT 's Political Cove...