January 4, 2016


Nokia announced Monday that the French Stock Market Authority “Autorité des Marchés Financiers (the AMF) declared in an interim report that the offer period of Nokia’s public exchange offer for Alcatel-Lucent securities in France and in the United States has been successful.

Rajeev Suri, Nokia President and Chief Executive Officer said the company will move quickly to combine the two companies and begin to execute integration plans as they wait for the final results to be released tomorrow. The first day of combined operation as a group is January 14.

“We will have unparalleled R&D and innovation capabilities, which we will use to lead the world in creating next-generation technology and services.”

Following settlement of the offer on January 7, Nokia would now hold 76.31 percent of the share capital and at least 78.97 percent of the voting rights of Alcatel-Lucent.

The completion of the offer, which was subject to the number of Alcatel-Lucent securities validity tendered, has been satisfied.

Nokia plans to integrate Alcatel-Lucent into its portfolio and will offer a combined end-to-end of the scope and scale to meet the needs of their combined global customers.

Nokia also plans to delist Alcatel-Lucent’s ADSs from the NYSE as well as commerce the process of terminating the Alcatel-Lucent ADR program. Alcatel-Lucent will also be deregistered under US Securities laws.

Following closing of the transaction, as previously announced and subject to Nokia shareholder approval, Nokia plans to execute a EUR 7 billion program to optimize its capital structure and return excess capital to Nokia shareholders. This program is planned to included approximately EUR 4 billion in distributions to Nokia shareholders.

Nokia has no plans to provide capital returns to remaining holders of Alcatel-Lucent securities.

If Nokia reaches 95 percent ownership of the share capital and voting rights of Alcatel-Lucent, it intends to squeeze out the remaining shares. In addition, if Nokia reaches 95 percent of ownership of Alcatel-Lucent’s fully diluted shares, it intends to .-out the remaining OCEANE convertible bonds.

In accordance with AMF general regulation, the offers in France and the US will be reopened at the same same exchange ratios within 10 french trading days, starting January 5.

Nokia believes it is in the best interests of Alcatel-Lucent shareholders and securities holders to tender their remaining securities and shares and bonds into the reopened offer.
The company said those shares, convertible bonds not tendered will remain outstanding and after completion of the offer, it plans to delist alcatel-Lucent’s ADSs from the NYSE.

On December 23, Nokia announced that the offer period in its initial public exchange offer for Alcatel-Lucent securities has now closed.

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