Nokia to offer EUR 3.50 per share for remaining Alcatel-Lucent shares and expects to reach 100% ownership by early Q4, draft joint offer document has been filed with the French stock market authority
OREANDA-NEWS. September 07, 2016. The information contained in the draft joint offer document filed with the French stock market authority ( "AMF") is preliminary and the draft is subject to future amendments. Please note that the statements in the draft joint offer document are presented as of the date of filing of the proposed public buy-out offer, followed by a squeeze-out. The public buy-out offer will not be opened until the draft joint offer document has been approved and the public buy-out offer, followed by a squeeze-out, has been cleared by the AMF.
Espoo, Finland - Nokia today announced that it has filed Nokia and Alcatel-Lucent's draft joint offer document (projet de note d'information conjointe) with the AMF relating to Nokia's proposed public buy-out offer in cash for the remaining 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") it does not already own (the "Public Buy-Out Offer"). The Public Buy-Out Offer would be automatically followed by a squeeze-out in cash 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.
Rajeev Suri, President and CEO of Nokia, commented: "Nokia and Alcatel-Lucent have been operating as one company since January, following the completion of our public exchange offer, and we have made exceptional progress on the integration since then. This public buy-out offer and squeeze-out will give Nokia 100% ownership of Alcatel-Lucent in early Q4 under the indicative timeline, enabling us to operate even more efficiently, and ensuring we deliver outstanding service to our customers and further value creation opportunity to our current and future shareholders."
The Offer will be 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.
As of today, Nokia holds 95.32% of the share capital and 95.25% of the voting rights of Alcatel-Lucent, corresponding to 95.15% of the Alcatel-Lucent share capital on a fully-diluted basis. Having crossed the 95% ownership thresholds in Alcatel-Lucent and in accordance with French takeover laws and regulations, Nokia has filed the Offer with the AMF in order to acquire 100% of Alcatel-Lucent and complete the combination of the two companies.
Nokia expects the Public Buy-Out Offer to open in the second half of September 2016, following the review and clearance of the Offer by the AMF. The Squeeze-Out would occur on the trading day following the expiration date of the Public Buy-Out Offer, which Nokia expects to occur in early October 2016.
Information disclosed in the draft joint offer document
The information contained in the draft joint offer document filed with the AMF is preliminary and the draft is subject to future amendments before being cleared by the AMF. The draft joint offer document includes more detailed information on the terms of the proposed Offer. A copy of the draft joint offer document is available on Nokia's website at http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction.
The draft joint offer document includes, without limitation, the following previously undisclosed information:
Terms of the Offer
In the context of the Public Buy-Out Offer, Nokia is offering a consideration of:
- EUR 3.50 per Alcatel-Lucent Share,
- EUR 4.51 per 2019 OCEANEs, and
- EUR 4.50 per 2020 OCEANEs.
In the Squeeze-Out, the Shares and OCEANEs not tendered into the Public Buy-Out Offer will be transferred automatically to Nokia on the trading day after the expiration date of the Public Buy-Out Offer, for the same consideration as the above-mentioned consideration of the Public-Buy-Out Offer.
The consideration of the Offer corresponds to the price paid by Nokia in cash acquisitions prior to the announcement of Nokia's intention to file an Offer on June 16, 2016. In accordance with applicable rules and regulations, the consideration of the Offer has been subject to a valuation by Soci?t? G?n?rale, the presenting bank appointed by Nokia in connection with the Offer, and a fairness opinion has been delivered by Accuracy, the independent expert appointed by Alcatel-Lucent's Board of Directors in accordance with Article 261-1, I and II of the AMF General Regulation. The independent expert concluded in its report that the consideration of the Offer is fair for Alcatel-Lucent minority shareholders and OCEANEs holders. The valuation report of Soci?t? G?n?rale and the fairness opinion of Accuracy are included in the draft joint offer document.
Timetable of the Offer
The timetable for the Offer is subject to approval by the AMF. Based on an indicative timetable and assuming that the AMF clearance decision is received on September 20, 2016, the Public Buy-Out Offer would be opened on September 22, 2016 and closed on October 5, 2016. The Squeeze-Out will be implemented on the trading day after the expiration date of the Public Buy-Out Offer, which is anticipated to be October 6, 2016. The AMF will announce the definitive timetable of the Offer in due course.
Recommendation by the Board of Directors of Alcatel-Lucent
The participating members of Alcatel-Lucent's Board of Directors have unanimously determined that Nokia's proposed Offer is in the best interests of Alcatel-Lucent, its employees and stakeholders, and have recommended that all holders of Shares and OCEANEs tender their securities into the Public Buy-Out Offer. Alcatel-Lucent's Board of Directors made its decision on the basis of a number of factors further detailed in the draft joint offer document filed with the AMF today, which include, inter alia, the report issued by Accuracy which concluded that the terms of the Offer by Nokia for the Shares and OCEANEs are fair.