Nokia CorporationStock Exchange Release
November 16, 2015 at 11:30 (CET +1)
Nokia has supplemented its listing prospectus relating to the proposed combination with Alcatel-Lucent
Espoo, Finland - Nokia announced today that it has supplemented its English language listing prospectus dated October 23, 2015 relating to the proposed combination with Alcatel-Lucent (the Listing Prospectus). In addition to the listing on Nasdaq Helsinki of the new shares to be issued as consideration to Alcatel-Lucent security holders, the Listing Prospectus will be used for the contemplated listing of Nokias existing and new shares on Euronext Paris and in connection with the French public exchange offer for Alcatel-Lucent securities.
The Finnish Financial Supervisory Authority has on November 16, 2015 approved a supplement to the Listing Prospectus (Supplement) containing certain updates based on announcements and developments that have taken place after the approval of the Listing Prospectus, such as, among others, the announcement by Nokia and Alcatel-Lucent of their respective interim results for the nine months ended September 30, 2015; the announcement of Nokias EUR 7 billion program to optimize its capital structure and acceleration of the EUR 900 million synergy target for the Alcatel-Lucent transaction; the approval of the French offer document (note dinformation) relating to the public exchange offer and certain specifications to the terms and conditions of the exchange offer; changes made to the Memorandum of Understanding between Nokia and Alcatel-Lucent relating to, among other things, certain changes to the treatment of Alcatel-Lucent Stock Options and Performance Shares; and the response document (note en r ponse) filed by Alcatel-Lucent, which includes, inter alia, the recommendation issued by the Alcatel-Lucent Board of Directors for the holders of Alcatel-Lucent securities to tender such securities pursuant to the exchange offer.
The Supplement, together with a French language translation of the summary of the Listing Prospectus as amended through the Supplement, will be notified by the Finnish Financial Supervisory Authority to the French stock market authority Autorit des March s Financiers in accordance with the EU Prospectus Directive.
The Supplement has been attached to this stock exchange release and will, together with the Listing Prospectus, be available on Nokias website at http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction as of November 16, 2015. The Supplement will also be available at the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland, and at the head office of Nokia at Karaportti 3, FI-02610 Espoo, Finland, as of November 17, 2015.
The U.S. Registration Statement on Form F-4 dated November 12, 2015 that was filed with the U.S. Securities and Exchange Commission in connection with Nokias proposed exchange offer relating to the contemplated acquisition of Alcatel Lucent was declared effective on November 13, 2015. A copy of the Registration Statement is available on http://company.nokia.com/en/investors/financial-reports/sec-filings.
About Nokia
By focusing on the human possibilities of technology, Nokia embraces the connected world to help people thrive. Our three businesses are leaders in their fields: Nokia Networks provides broadband infrastructure, software and services; HERE provides mapping, navigation and location intelligence; and Nokia Technologies provides advanced technology development and licensing. www.nokia.com
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Microsite details
Further information on the transaction can be found at: www.newconnectivity.com
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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 anticipate, should, likely, foresee, believe, estimate, expect, intend, continue, could, may, plan, project, predict, will and similar expressions. These forward-looking statements include statements relating to the listing of Nokia shares, the French public exchange offer, and anticipated synergies of the proposed combination with Alcatel-Lucent. 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 forward-looking statements are only predictions based upon our current expectations and views of future events and developments and are subject to risks and uncertainties that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Risks and uncertainties include: regulatory approval and EU passporting of the listing prospectus and Nokias ability to integrate Alcatel Lucent.
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 Luc
