Nokia Corporation
Stock Exchange Release
December 23, 2015 at 18:35 (CET +1)
Nokia announces that the offer period in its initial public exchange offer for Alcatel-Lucent securities has now closed
Espoo, Finland - The initial offer period in Nokias public exchange offer (the Offer) for Alcatel-Lucent securities in both France and the United States has now closed. Accordingly, holders of Alcatel-Lucent shares, American Depositary Shares (ADSs) and OCEANEs may no longer tender into the Offer and may not withdraw Alcatel-Lucent shares, ADSs or OCEANEs that have already been tendered.
Nokia expects that the interim results of the initial public exchange offer will be published by the French stock market authority, Autorit des March s Financiers (the AMF), on January 4, 2016, with the final results to be published on January 5, 2016. Assuming that the Offer is successful, it will be reopened. The AMF will publish the timetable of the reopened Offer, which is expected to start on January 14, 2016 and close on February 3, 2016.
The completion of the Offer is subject to the voluntary minimum tender condition that the Alcatel-Lucent securities tendered into the Offer represent more than 50% of the shares of Alcatel-Lucent on a fully diluted basis upon the closing of the Offer. In accordance with the applicable rules and regulations of the AMF and the U.S. Securities and Exchange Commission, and if the mandatory minimum acceptance threshold set at more than 50% of the Alcatel-Lucent share capital or voting rights on a non-diluted basis (taking into account Alcatel-Lucent convertible bonds tendered into the exchange offer) is crossed, Nokia reserves the right to waive the voluntary minimum tender condition of the Offer. A decision regarding any waiver will be made by Nokias Board of Directors should that situation arise.
About Nokia
By focusing on the human possibilities of technology, Nokia embraces the connected world to help people thrive. Our businesses are leaders in their respective fields: Nokia Networks provides broadband infrastructure, software and services; and Nokia Technologies provides advanced technology development and licensing. www.nokia.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
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 and Alcatel Lucents 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: announcement of results of the offer and Nokias decision to waiver the minimum tender condition. 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 success of the exchange offer, 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 the Registration Statement (as defined below), 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.
IMPORTANT ADDITIONAL INFORMATION
This stock exchange 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 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, ADSs or convertible securities of Alcatel Lucent, nor is it a substitute for the Tender Offer Statement on Schedule 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 Nokias offer document (note dinformation) and Alcatel Lucents response document (note en r ponse) filed with the Autorit des march s financiers
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