Nokia Corporation Stock Exchange Release
November 12, 2015 at 19.45 (CET +1)
The French stock market authority has approved Nokias public exchange offer for the securities of Alcatel-Lucent
Espoo, Finland - Nokia today announced that the French Stock Market Authority (Autorit des march s financiers, the AMF) has approved Nokias public exchange offer for the securities of Alcatel Lucent and delivered its visa on Nokias offer document (note dinformation). As previously announced, Nokia intends to acquire all ordinary shares, American depositary shares (ADSs) and convertible bonds (OCEANEs) issued by Alcatel-Lucent through a public exchange offer in France (the French Offer) and in the United States (the U.S. Offer) whereby Alcatel-Lucent securities will be exchanged for Nokia shares in the French Offer and Nokia shares or Nokia ADSs in the U.S. Offer (jointly, the Exchange Offer).
Nokia expects that the Exchange Offer would be opened on November 18, 2015, closed on December 23, 2015 and settled on January 7, 2016. Assuming that the Exchange Offer is successful, the Exchange Offer would be reopened on January 14, 2016, close on February 3, 2016 and settle on February 12, 2016. Once the Exchange Offer opens, the proposed transaction will remain subject to approval by Nokia shareholders and the satisfaction of the minimum tender condition set at more than 50% of Alcatel-Lucents share capital on a fully diluted basis, unless such condition is waived in accordance with applicable law and regulation. Nokia expects that the admission of its ordinary existing shares to trading and listing on Euronext Paris would occur on November 19, 2015.
Nokias offer document (note dinformation) will be available on Nokias website at http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction as of November 12, 2015.
The AMF has also today delivered its visa on the response document (note en r ponse) filed by Alcatel-Lucent, which includes, inter alia, the report issued by Associ s en Finance, acting as independent expert in connection with the French Offer concluding that the terms of the public exchange offer by Nokia on Alcatel-Lucents shares and OCEANEs are fair. The response document will be available on Nokias website at http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction as of November 12, 2015.
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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 conditions to closing, the proposed indicative timetable for the exchange offer including the opening, closing and settlement date of the exchange offer, and the expected outcomes of the combination of Nokia and 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: the necessary stock exchange clearances to open the public exchange offers, minimum tender acceptances, shareholder approval to close the proposed transaction, consummation of the proposed transaction 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 Lucent have filed with the U.S. Securities and Exchange Commission (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
