Nokia Corporation
Stock Exchange Release
October 25, 2016 at 17:25 (CET +1)
New expiration date announced for Nokias public buy-out offer for Alcatel-Lucent securities; Squeeze-out expected to occur on November 2, 2016
Espoo, Finland - The French stock market authority (Autorit des march s financiers, AMF) announced today the continuation of the timetable of Nokias public buy-out offer (the Public Buy-Out Offer) followed by a squeeze-out (the Squeeze-Out, together with the Public Buy-Out offer, the Offer) for all remaining securities of Alcatel-Lucent.
Accordingly, the Public Buy-Out Offer period will end on October 31, 2016 and the Squeeze-Out will be implemented on November 2, 2016, in accordance with the General Regulation of the AMF.
The legal challenge filed before the Paris Court of Appeal on September 30, 2016 against the AMFs clearance decision regarding the Offer dated September 20, 2016 is still pending and the Court is expected to issue a decision during the first quarter of 2017. Nokia believes that the Offer complies with all applicable laws and regulations and that the legal challenge is without merit.
In connection with the continuation of the timetable, as a precautionary measure until the decision of the Paris Court of Appeal, Nokia has committed in particular to deposit into blocked accounts (i) a sum equal to the difference between the price of the Offer and the price requested by the claimants in the legal challenge, multiplied by the total number of Alcatel-Lucent securities that were targeted by the Public Buy-Out Offer, and (ii) the securities which have been and will be acquired as part of the Offer. Nokia also committed to maintain the integrity of the entity Alcatel Lucent S.A. In the event that the AMFs clearance decision would be nullified or amended by the Paris Court of Appeal, Nokia undertook in particular to (i) return the Alcatel Lucent securities acquired as part of the Offer to the former holders of securities who would make such a request, (ii) file a modified public buy-out offer to be followed by a squeeze-out which would comply with applicable French laws and regulations and the decision of the Paris Court of Appeal, and (iii) pay the difference between the initial offer price and the modified price, as the case may be, to all holders of securities acquired by Nokia in the context of the Offer.
Documentation relating to the Offer, which includes Nokia and Alcatel-Lucents joint offer document (note dinformation conjointe) and Nokias and Alcatel-Lucents respective other information documents, is available on the AMF website (www.amf-france.org), on Nokias website (http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction), and on Alcatel-Lucents website (www5.alcatel-lucent.com).
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
About Nokia
Nokia is a global leader in the technologies that connect people and things. Powered by the innovation of Nokia 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
Microsite details
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
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 expect, will, believe and similar expressions. These forward-looking statements include statements relating to: the legal challenge against the AMFs clearance decision filed before the Paris Court of Appeal, the expected timetable of the Offer, including the expected implementation date of 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: AMFs regulation of the Offer, the outcome of the litigation before the Paris Court of Appeal 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 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
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Nokia Corporation
