Nokia Corporation
Stock Exchange Release
February 10, 2016 at 11:15 (CET +1)
Results of Nokias reopened public exchange offer for Alcatel-Lucent securities: Nokia to hold approximately 91% of the share capital of Alcatel-Lucent
Espoo, Finland - The French stock market authority, Autorit des March s Financiers (the AMF), today published the results of the reopened offer period of Nokias public exchange offer for Alcatel-Lucent securities in France and in the United States (the Reopened Offer).
426 695 572 Alcatel-Lucent ordinary shares, 52 286 499 American depositary shares (ADSs), 4 795 096 OCEANE 2018 convertible bonds, 19 971 720 OCEANE 2019 convertible bonds, and 56 644 832 OCEANE 2020 convertible bonds have been tendered into the Reopened Offer in France and/or in the U.S (Alcatel-Lucent shares, ADSs and convertible bonds together the Alcatel-Lucent Securities). As a consequence, following settlement of the Reopened Offer which is expected to occur on February 12, 2016, Nokia will hold 91.25% of the share capital and at least 91.17% of the voting rights of Alcatel Lucent, 99.62% of the outstanding OCEANE 2018 convertible bonds, 37.18% of the outstanding OCEANE 2019 convertible bonds, and 68.17% of the outstanding OCEANE 2020 convertible bonds. This equates to Nokia holding 88.07% of the share capital on a fully diluted basis.
Nokia will convert all of the OCEANE convertible bonds it will hold following settlement of the Reopened Offer on February 12, 2016. Consequently, less than 15% of the 2018 OCEANE convertible bonds will be outstanding and Nokia will cause Alcatel-Lucent to redeem at par value, plus accrued interest from the date the interest was last paid, to the date set for the early redemption all of the outstanding 2018 OCEANE convertible bonds, pursuant to the terms and conditions of such OCEANE convertible bonds. After the conversion of the OCEANE convertible bonds tendered into the Reopened Offer at the applicable improved conversion ratios, Nokia will hold 92.34% of the share capital and at least 92.26% of the voting rights of Alcatel-Lucent.
As previously announced, the Alcatel-Lucent ADS program will be terminated following the settlement of the Reopened Offer, on February 24, 2016, and Nokia intends to cause Alcatel-Lucent to delist Alcatel-Lucents ADSs from the New York Stock Exchange (NYSE) and, subject to applicable law, deregister Alcatel-Lucents ADSs under U.S. securities laws.
Based on the results of the Reopened Offer Nokia will issue 320 701 193 new shares (Shares, each a Share) as consideration for the Alcatel-Lucent Securities tendered into the Reopened Offer. The Shares will be issued in deviation from shareholders pre-emptive right to subscription based on a resolution by the Board of Directors on January 6, 2016 and an authorization by the Extraordinary General Meeting held on December 2, 2015.
The Shares will be paid by contribution in kind with Alcatel-Lucent Securities that have been tendered into the Reopened Offer. The subscription price will be recorded in Nokias fund for invested non-restricted equity and, consequently, Nokias share capital will remain unchanged at EUR 245 896 461.96.
Nokia expects to register the Shares with the Finnish Trade Register on February 12, 2016. After the registration the total number of Nokias shares will equal 5 769 443 837. The Shares will carry the right to dividends and all other shareholder rights as of the registration date. The trading in the Shares is expected to commence on Nasdaq Helsinki and Euronext Paris as of February 15, 2016 and the trading in the new Nokia ADSs representing the Shares to commence on the NYSE as of February 15, 2016. The delivery by Euronext Paris of the new Nokia Shares to the relevant financial intermediaries of Alcatel-Lucent security holders is expected on February 15, 2016 and the new Nokia ADSs are expected to be registered in the name of the former registered Alcatel-Lucent ADS holders on February 12, 2016.
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 settlement of the reopened offer; the holding of Nokia in Alcatel-Lucent following settlement of the reopened offer; Nokias intentions with respect to the Alcatel-Lucent American Depositary Shares (ADSs) after the settlement of the reopened offer; 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 b
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Nokia Corporation
