
Nokia Corporation
Stock Exchange Release
February 3, 2016 at 18:35 (CET +1)
Nokia announces that the reopened offer period in its public exchange offer for Alcatel-Lucent securities has now closed
Espoo, Finland - The reopened offer period in Nokias public exchange offer for Alcatel-Lucent securities in France and the United States (the Reopened Offer) has now closed. Accordingly, holders of Alcatel-Lucent shares, American Depositary Shares (ADSs) and OCEANEs may no longer tender into the Reopened Offer. Alcatel-Lucent shares, ADSs or OCEANEs that have been tendered during the Reopened Offer may not be withdrawn.
Nokia expects the results of the Reopened Offer to be published by the French stock market authority, Autorit des March s Financiers (the AMF), on February 10, 2016. Any Alcatel-Lucent shares, ADSs or OCEANE convertible bonds that have not been tendered into the Reopened Offer will remain outstanding.
Alcatel-Lucent has already announced that its ADS program will be terminated following the settlement of the Reopened Offer, on February 24, 2016. As already announced, Nokia also intends to delist Alcatel-Lucents ADSs from the New York Stock Exchange and, subject to applicable law, deregister Alcatel-Lucents ADSs under U.S. securities laws.
If Nokia reaches 95% ownership of the share capital and voting rights of Alcatel-Lucent, it intends to squeeze out the remaining shares. In addition, if Nokia reaches 95% ownership of Alcatel-Lucents fully diluted shares, it intends to squeeze-out the remaining OCEANE convertible bonds. Any such squeeze-out must be implemented within 3 months of the closing of the Reopened Offer and will be subject to a clearance decision by the AMF.
In addition, Nokia reserves the right, subject to applicable law, to cause Alcatel-Lucent to redeem at par value, plus, as applicable, accrued interest from the date the interest was last paid, to the date set for the early redemption all of the outstanding OCEANEs 2018, OCEANEs 2019 or OCEANEs 2020, if less than 15% of the issued OCEANEs of any such series remain outstanding.
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
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 believe, will, would and similar expressions. These forward-looking statements include statements relating to: the expected date of publication of the results of the reopened offer; Nokias intentions with respect to the Alcatel-Lucent American Depositary Shares (ADSs) after the settlement of the reopened offer; Nokias intentions with respect to squeeze-out of Alcatel-Lucent securities; and Nokias intentions with respect to the redemption of the OCEANEs. 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: regulatory restrictions applicable to Nokias operations after the settlement of the reopened offer; the success of the reopened offer; the performance of the global economy; and the impact on the combined company (after giving effect to the transaction with Alcatel Lucent) 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 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
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