EduBourseActualitésNokia launches its public exchange offer for all the outstanding shares, American...

Nokia launches its public exchange offer for all the outstanding shares, American depositary shares and OCEANE convertible bonds of Alcatel-Lucent

Dernière mise à jour: octobre 20, 2021

Espoo, Finland – Following the clearance decision on Nokia’s public exchange offer by the French stock market authority (Autorité des Marchés Financiers, the “AMF”) on November 12, 2015, Nokia announced today that it has commenced a public exchange offer to exchange all outstanding ordinary shares (the “Alcatel-Lucent Shares”), American depositary shares (the “Alcatel-Lucent ADSs”) and OCEANE convertible bonds (the “OCEANEs”) of Alcatel-Lucent for Nokia shares or Nokia American depositary shares (“Nokia ADSs”). Nokia believes that the combined company will be better positioned to compete as a world leader in network technologies over the long-term. The boards of directors of both companies unanimously support the proposed combination.

“With the launch of this public exchange offer, we are entering the final phase of our proposed acquisition of Alcatel-Lucent in a position of strength and are on track to be ready to operate as one company,” said Nokia President and CEO, Rajeev Suri. “The strategic logic underpinning the combination grows stronger every day and the combined company is expected to offer a long term value creation opportunity for Alcatel-Lucent shareholders and convertible bondholders. A successful public exchange offer would mark the completion of Nokia’s transformation to create a new leader in next generation technology and services for an IP connected world.”

The financial terms of the public exchange offer are as follows:

0.5500 Nokia share for every Alcatel-Lucent Share tendered into the offer;
0.5500 Nokia ADS for every Alcatel-Lucent ADS tendered into the offer;
0.6930 Nokia share for every OCEANE due July 1, 2018 tendered into the offer;
0.7040 Nokia share for every OCEANE due January 30, 2019 tendered into the offer; and
0.7040 Nokia share for every OCEANE due January 30, 2020 tendered into the offer.

The public exchange offer is comprised of two separate offers: the French offer and the U.S. offer, which are made on the same financial terms.

The French offer is being made to:

all holders of outstanding Alcatel-Lucent Shares; and
all holders of outstanding OCEANEs.

Holders of Alcatel-Lucent Shares and OCEANEs located outside of France may not participate in the French offer except if, pursuant to the local laws and regulations applicable to those holders, they are permitted to participate in the French offer.

Nokia has filed with the AMF an offer document which received the visa of the AMF No. 15-573 on November 12, 2015 and sets forth the terms and conditions to the French offer.

The U.S. offer is being made to:

all U.S. holders of outstanding Alcatel-Lucent Shares;
all holders of outstanding Alcatel-Lucent ADSs, wherever located; and
all U.S. holders of outstanding OCEANEs.

Holders of Alcatel Lucent ADSs located outside of the United States may participate in the U.S. offer only to the extent the local laws and regulations applicable to those holders permit them to participate in the U.S. offer.

Nokia has filed a prospectus/offer to exchange on Form F-4, which was declared effective on November 13, 2015, and a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission. The prospectus/offer to exchange sets forth the terms and conditions to the U.S. offer.

The public exchange offer for the Alcatel-Lucent shares and OCEANEs will be open for 26 French trading days, from November 18, 2015 until and including December 23, 2015. The deadline for tendering Alcatel-Lucent shares and OCEANEs into the exchange offer is 5:00PM Paris time (11:00AM New York City time) on December 23, 2015. The deadline for tendering Alcatel-Lucent ADSs into the U.S. offer is 5:00PM New York City time on December 22, 2015.

Documentation relating to the public exchange offer and the related listing of shares is available on Nokia’s website on http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction and http://company.nokia.com/en/investors/financial-reports/sec-filings as well as on the transaction site on www.newconnectivity.com.

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

Pierre Perrin-Monlouis
Pierre Perrin-Monlouis
Fondateur de Rente et Patrimoine (cabinet de gestion de patrimoine), Pierre Perrin-Monlouis est un analyste et trader pour compte propre. Il vous fait profiter de son expérience en trading grâce à ses analyses financières et décrypte pour vous les actualités des marchés. Son approche globale des marchés combine à la fois l'analyse technique et l'analyse fondamentale sur l'ensemble des marchés : crypto, forex, actions et matières premières.
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