Nokia (NOK) Launches Conv. Bonds Exchange Offer for Alcatel-Lucent Shares

September 22, 2016 7:54 AM EDT

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Nokia (NYSE: NOK) disclosed the following in a U.S. SEC filing on Thursday:

Following the clearance decision of Nokia’s public buy-out offer in cash followed by a squeeze-out in cash by the French stock market authority (Autorité des marchés financiers, “AMF”) on September 20, 2016, Nokia announced today that it has commenced the public buy-out offer pursuant to which it proposes to all holders of Alcatel-Lucent shares (the “Shares”), bonds convertible into new or exchangeable for existing Alcatel-Lucent shares due on January 30, 2019 (the “2019 OCEANEs”), and bonds convertible into new or exchangeable for existing Alcatel-Lucent shares due on January 30, 2020 (the “2020 OCEANEs”, and together with the 2019 OCEANEs, the “OCEANEs”) to acquire their securities (the “Public Buy-Out Offer”). The Public Buy-Out Offer will be followed by a squeeze-out of the Shares and OCEANEs not tendered into the Public Buy-Out Offer (the “Squeeze-Out”, and together with the Public Buy-Out Offer, the “Offer”), in accordance with the General Regulation of the AMF.

The financial terms of the Public Buy-Out Offer are as follows:

  • EUR 3.50 per Alcatel-Lucent Share;
  • EUR 4.51 per 2019 OCEANE; and
  • EUR 4.50 per 2020 OCEANE.

In the Squeeze-Out, the Shares and OCEANEs not tendered into the Public Buy-Out Offer will be transferred to Nokia for the same consideration as the above-mentioned consideration of the Public-Buy-Out Offer, net of all costs.

The Offer is made exclusively in France and in the United States pursuant to an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) and, to the extent applicable, Rule 13e-4(h)(8) of the U.S. Securities Exchange Act of 1934. Holders of Alcatel-Lucent Shares and OCEANEs located outside of France and the United States may not participate in the Public Buy-Out Offer except if, pursuant to the local laws and regulations applicable to those holders, they are permitted to do so.

The Public Buy-Out Offer will be open for 10 trading days, from September 22, 2016 until October 5, 2016 (inclusive), and the Squeeze-Out will be implemented on October 6, 2016. These dates were confirmed on September 21, 2016 by the AMF in its notice of opening and timetable of the Offer, after Nokia and Alcatel-Lucent had filed their respective “other information” documents relating, in particular, to their legal, financial and accounting characteristics.

Documentation relating to the Offer, which includes Nokia and Alcatel-Lucent’s joint offer document (note d’information conjointe) and Nokia’s and Alcatel-Lucent’s respective “other information” documents, is available on the AMF website (www.amf-france.org), on Nokia’s website (http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction), and on Alcatel-Lucent’s website (www.alcatel-lucent.com).



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