Nokia expects to cross 95% ownership thresholds in Alcatel-Lucent and announces intention to file a public buy-out offer in cash for the remaining Alcatel-Lucent securities followed by a squeeze-out

Nokia Corporation
Stock Exchange Release
June 16, 2016 at 08:00 (CET +1)

Nokia expects to cross 95% ownership thresholds in Alcatel-Lucent and announces intention to file a public buy-out offer in cash for the remaining Alcatel-Lucent securities followed by a squeeze-out

Espoo, Finland - Nokia announced today that it has agreed to acquire 24,392,270 Alcatel- Lucent shares, 9,614,661 Alcatel-Lucent bonds convertible into new or exchangeable for existing Alcatel-Lucent shares due on January 30, 2019 (the "2019 OCEANEs") and 2,290,001 Alcatel-Lucent 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"). Nokia has agreed to acquire the Alcatel-Lucent shares and OCEANEs through privately negotiated transactions in consideration for an aggregate cash payment of EUR 85,372,945 for the Alcatel-Lucent shares (corresponding to a unit price of EUR 3.50 per share) and EUR 53,667,125.61 for the OCEANEs (corresponding to a unit price of EUR 4.51 per 2019 OCEANE and EUR 4.50 per 2020 OCEANE). All of these transactions are expected to have settled on or around June 17, 2016. 

Following these transactions, Nokia will own 95.33% of the share capital and 95.26% of the voting rights of Alcatel-Lucent, corresponding to 95.16% of the Alcatel-Lucent shares on a fully diluted basis.

Nokia intends to file with the French financial market authority (the "AMF") a public buy-out offer in cash of the remaining Alcatel-Lucent shares and OCEANEs during the third quarter of 2016, which will be followed by a squeeze-out in cash (the "Offer"), in accordance with the General Regulation of the AMF. The Offer will be subject to the review and clearance of the AMF.

The Offer price will be determined by Nokia after the publication of Alcatel-Lucent's second quarter 2016 financial results which is expected to occur on August 4, 2016 and following the valuation work of the presenting bank appointed by Nokia in connection with the Offer, Société Générale, in accordance with applicable rules and regulations. The valuation is expected to be based on a multicriteria approach reflecting, among other things, Alcatel-Lucent's latest business plan and the price paid by Nokia in cash acquisitions of  EUR 3.50 per Alcatel-Lucent share, EUR 4.51 per 2019 OCEANE and EUR 4.50 per 2020 OCEANE. The Offer price will also be subject to the assessment of the independent expert appointed by Alcatel-Lucent's board of directors in accordance with Article 261-1 of the AMF General Regulation. The independent expert is also expected to issue a fairness opinion regarding the proposed Offer price.