NOKIA: NOKIA AND ALCATEL-LUCENT TO COMBINE TO CREATE AN INNOVATION LEADER IN NEXT GENERATION TECHNOLOGY AND SERVICES FOR AN IP
2015-04-15 05:07:51.603 GMT
NOKIA AND ALCATEL-LUCENT TO COMBINE TO CREATE AN INNOVATION LEADER IN NEXT
GENERATION TECHNOLOGY AND SERVICES FOR AN IP CONNECTED WORLD
Nokia Corporation
Stock Exchange Release
class="hugin" /> April 15, 2015 at 08:00 (CET +1)
NOKIA AND ALCATEL-LUCENT TO COMBINE TO CREATE AN INNOVATION LEADER IN NEXT
GENERATION TECHNOLOGY AND SERVICES FOR AN IP CONNECTED WORLD
Helsinki & Paris, April 15, 2015 - Nokia and Alcatel-Lucent announce today
their intention to combine to create an innovation leader in next generation
technology and services for an IP connected world. The two companies have
entered into a memorandum of understanding under which Nokia will make an
offer for all of the equity securities issued by Alcatel-Lucent, through a
public exchange offer in France and in the United States, on the basis of 0.55
of a new Nokia share for every Alcatel-Lucent share. The all-share transaction
values Alcatel-Lucent at EUR 15.6 billion on a fully diluted basis,
corresponding to a fully diluted premium of 34% (equivalent to EUR 4.48 per
share), and a premium to shareholders of 28% (equivalent to EUR 4.27 per
share) (see Appendix 1), on the unaffected weighted average share price of
Alcatel-Lucent for the previous three months. This is based on Nokia's
unaffected closing share price of EUR 7.77 on April 13, 2015.
Each company's Board of Directors has approved the terms of the proposed
transaction, which is expected to close in the first half of 2016. The
proposed transaction is subject to approval by Nokia's shareholders,
completion of relevant works council consultations, receipt of regulatory
approvals and other customary conditions.
Enabling the connected world
The combined company will be uniquely positioned to create the foundation of
seamless connectivity for people and things wherever they are. This foundation
is essential for enabling the next wave of technological change, including the
Internet of Things and transition to the cloud.
The combined company will have unparalleled innovation capabilities, with
Alcatel-Lucent's Bell Labs and Nokia's FutureWorks, as well as Nokia
Technologies, which will stay as a separate entity with a clear focus on
licensing and the incubation of new technologies.
With more than 40 000 R&D employees and spend of EUR 4.7 billion in R&D in
2014, the combined company will be in a position to accelerate development of
future technologies including 5G, IP and software-defined networking, cloud,
analytics as well as sensors and imaging.
Alcatel-Lucent and Nokia have highly complementary portfolios and geographies,
with particular strength in the United States, China, Europe and Asia-Pacific.
They will also bring together the best of fixed and mobile broadband, IP
routing, core networks, cloud applications and services. This combination is
expected to create access to an expanded addressable market with improved long
term growth opportunities.
Consumers are looking to access data, voice and video across networks of all
kinds. In this environment technology that used to operate independently now
needs to work well together. That is not always the case today, but together
Nokia and Alcatel-Lucent are uniquely suited to helping telecom operators,
internet players and large enterprises address this challenge.
TRANSACTION HIGHLIGHTS
o 0.55 of a newly issued ordinary share of Nokia (subject to adjustments for
any dividend other than the previously proposed Nokia dividend for 2014)
would be offered in exchange for each ordinary share and each American
Depositary Share of Alcatel-Lucent. An equivalent offer would be made for
each outstanding class of Alcatel-Lucent convertible bonds: OCEANE 2018,
OCEANE 2019 and OCEANE 2020
o The offer values Alcatel-Lucent at EUR 15.6 billion on a fully diluted
basis, after taking into account the early conversion and associated
dilution of Alcatel-Lucent's convertible bonds, corresponding to a fully
diluted premium of 34% (equivalent to EUR 4.48 per share), and a premium
to the shareholders of 28% (equivalent to EUR 4.27 per share), on the
unaffected weighted average share price of Alcatel-Lucent for the previous
three months. This is based on Nokia's unaffected closing share price of
EUR 7.77 on April 13, 2015
o Alcatel-Lucent shareholders would own 33.5% of the fully diluted share
capital of the combined company, and Nokia shareholders would own 66.5%,
assuming full acceptance of the public exchange offer
o The combined company will be called Nokia Corporation, with headquarters
in Finland and a strong presence in France. Risto Siilasmaa is planned to
serve as Chairman, and Rajeev Suri as Chief Executive Officer
o The combined company's Board of Directors is planned to have nine or ten
members, including three members from Alcatel-Lucent, one of whom would
serve as Vice Chairman
o Assuming the closing of the transaction in the first half of 2016:
o The combined company would target approximately EUR 900 million of
operating cost synergies to be achieved on a full year basis in 2019
o The combined company would target approximately EUR 200 million of
reductions in interest expenses to be achieved on a full year basis
in 2017
o The transaction is expected to be accretive to Nokia earnings on a
non-IFRS basis (excluding restructuring charges and amortisation of
intangibles) in 2017
o A strong financial profile on which to grow and invest: on a FY2014
combined basis, the proposed company would have had net sales of EUR 25.9
billion, a non-IFRS operating profit of EUR 2.3 billion, a reported
operating profit of EUR 0.3 billion, R&D investments of approximately EUR
4.7 billion, and a strong balance sheet with combined net cash at
December 31, 2014 of EUR 7.4 billion, assuming conversion of all Nokia and
Alcatel-Lucent convertible bonds (for basis of preparation see Appendix 2)
Rajeev Suri, President and Chief Executive Officer of Nokia, said:
"Together, Alcatel-Lucent and Nokia intend to lead in next-generation network
technology and services, with the scope to create seamless connectivity for
people and things wherever they are.
Our innovation capability will be extraordinary, bringing together the R&D
engine of Nokia with that of Alcatel-Lucent and its iconic Bell Labs. We will
continue to combine this strength with the highly efficient, lean operations
needed to compete on a global scale.
We have hugely complementary technologies and the comprehensive portfolio
necessary to enable the internet of things and transition to the cloud. We
will have a strong presence in every part of the world, including leading
positions in the United States and China.
Together, we expect to have the scale to lead in every area in which we choose
to compete, drive profitable growth, meet the needs of global customers,
develop new technologies, build on our successful intellectual property
licensing, and create value for our shareholders.
For all these reasons, I firmly believe that this is the right deal, with the
right logic, at the right time."
Michel Combes, Chief Executive Officer of Alcatel-Lucent, added:
"A combination of Nokia and Alcatel-Lucent will offer a unique opportunity to
create a European champion and global leader in ultra-broadband, IP networking
and cloud applications. I am proud that the joined forces of Nokia and
Alcatel-Lucent are ready to accelerate our strategic vision, giving us the
financial strength and critical scale needed to achieve our transformation and
invest in and develop the next generation of network technology.
This transaction comes at the right time to strengthen the European technology
industry. We believe our customers will benefit from our improved innovation
capability and incomparable R&D engine under the Bell Labs brand. The global
scale and footprint of the new company will reinforce its presence in the
United States and China.
The proposed transaction represents a compelling offer for our shareholders
both in terms of upfront premium and long term value creation potential.
Shareholders of Alcatel-Lucent now have the opportunity to participate in the
future upside of the industrial project that they have supported during the
last two years, through a stronger combined business with greater global scale
and a better position for the longer term. The new company will also provide
our employees exciting opportunities to be part of a global leader."
TRANSACTION OVERVIEW
The proposed transaction is expected to offer financial benefits to both Nokia
and Alcatel-Lucent shareholders.
The combined company will be positioned to target a larger addressable market
with an improved growth profile. Based on Nokia estimates, the addressable
market of the combined company in 2014 was approximately 50% larger than the
current addressable networks market for Nokia alone, increasing from
approximately EUR 84 billion to approximately EUR 130 billion. The combined
company is expected to have a stronger growth profile than Nokia's current
addressable market, with an estimated CAGR of approximately 3.5% for
2014-2019.
The combined company would target approximately EUR 900 million of operating
cost synergies to be achieved on a full year basis in 2019, assuming closing
of the transaction in the first half of 2016. The operating cost synergies are
expected to create a long-term structural cost advantage, coming from a
wide-range of areas, including:
o Organizational streamlining, rationalisation of overlapping products and
services, central functions, and regional and sales organizations
o Reduction of various overhead costs in real estate, manufacturing and
supply-chain, information technology, and overall general and
administrative expenses, including redundant public company costs
o Procurement given expanded purchasing requirements of the combined company
The combined company would also target approximately EUR 200 million of
reductions in interest expenses to be achieved on a full year basis in 2017.
The transaction is expected to be accretive to Nokia earnings on a non-IFRS
basis (excluding restructuring charges and amortization of intangibles) in
2017. These targets both assume closing of the transaction in the first half
of 2016.
The combined company is expected to have a strong balance sheet, with combined
net cash at December 31, 2014 of EUR 7.4 billion, assuming conversion of all
Nokia and Alcatel-Lucent convertible bonds.
Nokia maintains its long term target to return to an investment grade credit
rating and intends to manage the combined capital structure accordingly by
retaining significant gross and net cash positions and by proactively reducing
indebtedness. This includes Nokia's intention to exercise an early repayment
option for its EUR 750 million convertible bond in the fourth quarter of 2015,
which is expected to result in the full conversion of this convertible bond to
equity prior to the closing of the transaction, with no expected cash outflow.
Nokia will suspend its capital structure optimization program, including
suspending the share repurchase program execution, effective immediately until
the closing of the transaction. Following the closing of the transaction,
Nokia intends to evaluate the resumption of a capital structure optimization
program for the combined company.
The proposed transaction does not impact Nokia's ability and intent to
continue annual dividend payments. Nokia's Board of Directors dividend
proposal of EUR 0.14 for the year ended December 31, 2014 is maintained.
TRANSACTION TERMS
The proposed transaction is structured as a public exchange offer in France in
accordance with the General Regulation of the French securities regulator, the
Autorité des Marchés Financiers (the "AMF"), and all applicable securities
laws and regulations in the United States, in which:
o 0.55 of a newly issued ordinary share of Nokia (subject to adjustments for
any dividend other than the previously proposed Nokia dividend for 2014)
would be offered in exchange for one ordinary share of Alcatel-Lucent
issued and outstanding (including upon the exercise of Alcatel-Lucent
stock options) at the time of the offer and tendered
o 0.55 of a newly issued ordinary share of Nokia (subject to adjustments for
any dividend other than the previously proposed Nokia dividend for 2014)
would be offered in exchange for one American Depositary Share of
Alcatel-Lucent tendered
o An equivalent offer will be made for each outstanding class of
Alcatel-Lucent convertible bonds: OCEANE 2018, OCEANE 2019 and OCEANE 2020
After completion of the public exchange offer, Alcatel-Lucent shareholders
would own 33.5% of the fully diluted share capital of the combined entity, and
Nokia shareholders would own 66.5%, assuming full acceptance of the offer.
The proposed all-share transaction values Alcatel-Lucent at EUR 15.6 billion
on a fully diluted basis, corresponding to a fully diluted premium of 34%
(equivalent to EUR 4.48 per share), and a premium to the shareholders of 28%
(equivalent to EUR 4.27 per share) on the unaffected weighted average share
price of Alcatel-Lucent for the previous three months, based on Nokia's
unaffected closing share price of EUR 7.77 on April 13, 2015.
The public exchange offer and the proposed combination will be implemented in
accordance with the terms and conditions of the binding memorandum of
understanding between Nokia and Alcatel-Lucent. In addition to the offer
terms, the memorandum of understanding contains representations, warranties
and undertakings by Nokia and Alcatel-Lucent typical in similar transactions.
The memorandum of understanding may be terminated by Nokia or Alcatel-Lucent
under certain circumstances prior to the filing and/or completion of the
public exchange offers, including, for example, a material breach by either
party of the terms and conditions of the memorandum of understanding prior to
the filing of the offers, the occurrence of a material adverse effect in
respect of either party prior to the filing of the offers, the Board of
Directors of either party not issuing, or amending in an adverse manner its
recommendation, non-receipt of regulatory approvals and certain other
circumstances. The parties have further agreed on certain termination fees
customary in similar European transactions and payable to the other party
under certain circumstances, including a change or withdrawal of the
recommendation by the Board of Directors of either party, and Nokia's failure
to obtain the necessary shareholder approval or certain antitrust regulatory
approvals.
Subject to Nokia acquiring at least ninety-five percent of the share capital
and voting rights of Alcatel-Lucent, Nokia intends to commence a squeeze-out
procedure of the remaining outstanding Alcatel-Lucent shares.
CONDITIONS TO OPENING AND COMPLETION OF THE PUBLIC EXCHANGE OFFER
The opening of the public exchange offer is subject to, inter alia, completion
of relevant works council consultations; receipt of regulatory approvals in
the relevant jurisdictions; the absence of any material adverse event
occurring with respect to Nokia or Alcatel-Lucent prior to the filing of the
offer with the Autorité des Marchés Financiers (AMF), the French securities
regulator, and the United States' Securities and Exchange Commission (SEC);
the issuance by Alcatel-Lucent's board of a formal recommendation (avis
motivé) in favour of the public exchange offer; and to other customary
conditions.
In accordance with the French tender offer rules, following launch of the
public exchange offer the completion of the offer will only be subject to the
approval by Nokia's shareholders of the resolutions necessary to implement the
combination and the public exchange offer, and to Nokia holding more than
50.00% of the share capital of Alcatel-Lucent on a fully diluted basis upon
the closing of the public exchange offer.
PRELIMINARY TIMELINE AND NOKIA SHAREHOLDER MEETING
Alcatel-Lucent will immediately start the information process of its Group
works council in order to obtain its opinion on the proposed public exchange
offer.
It is expected that the remainder of 2015 will constitute a review period
consisting of regulatory and merger control review in a number of
jurisdictions, AMF review and other transaction approvals and reviews. Nokia
plans to convene an Extraordinary General Meeting to pass the resolutions
necessary to implement the combination and the public exchange offer after the
receipt of relevant regulatory approvals. Nokia's Board of Directors will,
subject to its fiduciary duties, recommend that its shareholders vote in
favour of such resolutions.
The notice to the meeting will be published and more information on the public
exchange offer and its background made available to both Nokia's and
Alcatel-Lucent's shareholders after said regulatory steps, which is expected
to take place in late 2015 or early 2016. The public exchange offer is
expected to be launched and completed in the first half of 2016.
CORPORATE STRUCTURE AND GOVERNANCE
The planned combined company would be headquartered in Finland, with strategic
business locations and major R&D centers in France, and many other countries
including Germany, the United States and China. The business is expected to
operate under the Nokia brand and intends to retain the Bell Labs brand to
host its networks-focused innovation activities.
Risto Siilasmaa is planned to serve as Chairman, and Rajeev Suri as Chief
Executive Officer. The combined company's Board of Directors is planned to
have nine or ten members, including three members from Alcatel-Lucent, one of
whom would serve as Vice Chairman.
Nokia also announces today that it has initiated a review of strategic options
for its HERE business. That review is ongoing, it may or may not lead to a
transaction, and any further announcements about HERE will be made in due
course, as appropriate.
Nokia Technologies, a source of superb innovation, expertise and intellectual
property, is not impacted by today's announcements and will stay as a separate
entity with a clear focus on incubating new technologies and sharing those
technologies through an active licensing program.
Nokia shares are listed on Nasdaq Helsinki (ticker:NOK1V), and on the New York
Stock Exchange in the form of American Depositary Receipts (ticker:NOK). In
addition, Nokia will apply for a listing of Nokia's shares on NYSE Euronext
Paris in connection with the public exchange offer.
COMMUNITIES AND ECOSYSTEM
Nokia is a global company, with deep roots and heritage in many parts of the
world. When it joins with Alcatel-Lucent, it also expects that France, where
Alcatel-Lucent is a fundamental participant in the technology ecosystem, will
be a vibrant centre of the combined company. Nokia intends to be an important
contributor to the overall development of the broader technology ecosystem and
a driver of innovation in France.
Consistent with this goal, the combined company expects that after the closing
of the transaction it will have a presence in France that spans leading
innovation activities including a 5G/Small Cell R&D Centre of Excellence; a
Cyber-Security lab similar to its existing facility in Berlin designed to
support European collaboration on the topic; and a continued focus on Bell
Labs and wireless R&D. Engaging with and supporting projects and academic
efforts that enhance the development of future technologies will remain an
important priority.
Upon closing of the transaction, Nokia also intends to establish a EUR 100
million investment fund to invest in start-ups in France with a focus on the
Internet of Things and the Industrial Internet.
Nokia intends to maintain employment in France that is consistent with
Alcatel-Lucent's end-2015 Shift Plan commitments, with a particular focus on
the key sites of Villarceaux (Essonne) and Lannion (Côtes d'Armor). In
addition, the company expects to expand R&D employment with the addition of
several hundred new positions targeting recent graduates with skills in
future-oriented technologies, including 5G. To ensure ongoing support for
customers, activities for support services and pre- and post-sales are
expected to continue as well.
Similarly Nokia and Alcatel-Lucent have had a defining impact on the United
States communications industry. As long-standing technology partners of the US
service providers and with a re-energized Bell Labs research and consultancy,
the proposed combined company would have technological depth in all strategic
domains combined with formidable operational strength. At a time where the
industry is re-shaping itself with new architectures, business models and
market players, Nokia and Alcatel-Lucent together would bring a compelling
force to the fast evolving needs of large enterprises, webscale players, and
the public sector, as well as service providers.
Nokia and Alcatel-Lucent also have a long and rich history in China. As a
result of the transaction Nokia would own Alcatel-Lucent's 50% plus one share
holding in Alcatel-Lucent Shanghai Bell, a company limited by shares
supervised by the State-owned Assets Supervision and Administration Commission
of China. Both companies support the Chinese Government's ambitions to
encourage a climate for indigenous innovation and technology development
through the 'Internet Plus' and 'Made in China 2025' initiatives. The combined
company intends to remain committed to China and plans to continue enabling
local innovation with fast, smart, secure and reliable networks built with its
Chinese partners.
OVERVIEW OF ALCATEL-LUCENT
Alcatel-Lucent is the leading IP networking, ultra-broadband access and cloud
applications specialist. It believes that networks are the foundation of an
ultra-connected world, and that networks need to be built to achieve the
potential of every customer with flexibility, speed, and trust.
Alcatel-Lucent's mission is to invent and deliver trusted networks to help its
customers unleash their value.
The company employs approximately 52 600 employees as of end 2014 including 20
000 R&D employees. Its products and services are distributed all over the
world (North America: 44%, Asia Pacific: 20%, Europe: 23%, Rest of World:
13%).
It is organized in two main operating segments :
o Core Networking segment including three business divisions: IP Routing, IP
Transport and IP Platforms
o Access segment including four business divisions: Wireless, Fixed Access,
Licensing and Managed Services
Alcatel-Lucent's shares are traded on Euronext Paris, which represents the
principal trading market for its ordinary shares and on the New York Stock
Exchange in the form of American Depository Shares.
ADVISORS
J.P. Morgan served as financial advisor to Nokia and delivered a fairness
opinion to the Board of Directors of Nokia in connection with the transaction.
Skadden, Arps, Slate, Meagher & Flom LLP and Roschier, Attorneys Ltd served as
legal advisors.
Zaoui & Co is acting as lead M&A advisor to Alcatel-Lucent and delivered a
fairness opinion to the Board of Directors of Alcatel-Lucent in connection
with the transaction. Sullivan & Cromwell LLP served as legal advisor.
INVESTOR WEBCAST
Nokia CEO, Rajeev Suri, and Alcatel-Lucent CEO, Michel Combes, will host a
webcast and conference call for investors and analysts on April 15, 2015 at
09:00 CET to discuss the transaction.
To join the investor webcast and slide show:
http://edge.media-server.com/m/s/bmodv5pd/lan/enTo join the investor webcast by phone:
US: +1 888 636 1561; Conference ID: 27473048
France: 0800 909322; Conference ID: 27473048
Europe: +44 1452 555 566; Conference ID: 27923810
PRESS CONFERENCE
A press conference will be held in Paris with the Chairmen and CEOs of both
companies on April 15, 2015 at 10:15 CET at Pavillon Gabriel, 5 Avenue
Gabriel, 75008 Paris.
To join the press conference webcast:
In English: http://edge.media-server.com/m/p/n3vw9fre/lan/en
In French: http://edge.media-server.com/m/p/n3vw9fre/lan/fr
In Chinese: http://edge.media-server.com/m/p/n3vw9fre/lan/zhs
To join the press conference by phone:
French: +33 (0)1 70 48 01 63; Conference ID 7669072
English: +44 (0)20 3427 1923; Conference ID 7166051
Chinese: +861059 045 014; Conference ID 1632595
MICROSITE DETAILS
Further information on the transaction can be found at:
www.newconnectivity.com
MEDIA ENQUIRIES
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com
Brunswick (adviser to Nokia)
Tel. +44 207 404 5959
Tel. +33 1 53 96 83 83
Alcatel-Lucent Communications
Simon Poulter, simon.poulter@alcatel-lucent.com
T : +33 (0)1 55 14 10 06
Valerie La Gamba, valerie.la_gamba@alcatel-lucent.com
T : + 33 (0)1 55 14 15 91
INVESTOR ENQUIRIES
Nokia
Investor Relations
Tel. +358 4080 3 4080
Email: investor.relations@nokia.com
Alcatel-Lucent Investor relations
Marisa Baldo, marisa.baldo@alcatel-lucent.com
T : + 33 (0)1 55 14 11 20
Tom Bevilacqua, thomas.bevilacqua@alcatel-lucent.com
T : + 1 908-582-7998
ABOUT NOKIA
Nokia invests in technologies important in a world where billions of devices
are connected. We are focused on three businesses: network infrastructure
software, hardware and services, which we offer through Nokia Networks;
location intelligence, which we provide through HERE; and advanced technology
development and licensing, which we pursue through Nokia Technologies. Each of
these businesses is a leader in its respective field. http://company.nokia.com
ABOUT ALCATEL-LUCENT
Alcatel-Lucent is the leading IP networking, ultra-broadband access and cloud
technology specialist. We are dedicated to making global communications more
innovative, sustainable and accessible for people, businesses and governments
worldwide. Our mission is to invent and deliver trusted networks to help our
customers unleash their value. Every success has its network.
For more information, visit Alcatel-Lucent on: http://www.alcatel-lucent.com,read the latest posts on the Alcatel-Lucent blog
http://www.alcatel-lucent.com/blog and follow the Company on Twitter:
http://twitter.com/Alcatel_Lucent.NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FORWARD-LOOKING STATEMENTS
This stock exchange release contains forward-looking statements that reflect
Nokia's and Alcatel-Lucent's current expectations and views of future events
and developments. Some of these forward-looking statements can be identified
by terms and phrases such as "anticipate," "should," "likely," "foresee,"
"believe," "estimate," "expect," "intend," "continue," "could," "may," "plan,"
"project," "predict," "will" and similar expressions. These forward-looking
statements include statements relating to: the expected characteristics of the
combined company; expected ownership of the combined company by Nokia and
Alcatel-Lucent shareholders; the target annual run rate cost synergies for the
combined company; expected customer reach of the combined company; expected
financial results of the combined company; expected timing of closing of the
proposed transaction and satisfaction of conditions precedent, including
regulatory conditions; the expected benefits of the proposed transaction,
including related synergies; transaction timeline, including the Nokia
shareholders' meeting; expected governance structure of the combined company
and Nokia's commitment to conducting business in France and China. These
forward-looking statements are subject to a number of risks and uncertainties,
many of which are beyond our control, which could cause actual results to
differ materially from such statements. These forward-looking statements are
based on our beliefs, assumptions and expectations of future performance,
taking into account the information currently available to us. These
forward-looking statements are only predictions based upon our current
expectations and views of future events and developments and are subject to
risks and uncertainties that are difficult to predict because they relate to
events and depend on circumstances that will occur in the future. Risks and
uncertainties include: the ability of Nokia to integrate Alcatel-Lucent into
Nokia operations; the performance of the global economy; the capacity for
growth in internet and technology usage; the consolidation and convergence of
the industry, its suppliers and its customers; the effect of changes in
governmental regulations; disruption from the proposed transaction making it
more difficult to maintain relationships with customers, employees or
suppliers; and the impact on the combined company (after giving effect to the
proposed transaction with Alcatel-Lucent) of any of the foregoing risks or
forward-looking statements, as well as other risk factors listed from time to
time in Nokia's and Alcatel-Lucent's filings with the U.S. Securities and
Exchange Commission ("SEC").
The forward-looking statements should be read in conjunction with the other
cautionary statements that are included elsewhere, including the Risk Factors
section of the Registration Statement (as defined below), Nokia's and
Alcatel-Lucent's most recent annual reports on Form 20-F, reports furnished on
Form 6-K, and any other documents that Nokia or Alcatel-Lucent have filed with
the SEC. Any forward-looking statements made in this stock exchange release
are qualified in their entirety by these cautionary statements, and there can
be no assurance that the actual results or developments anticipated by us will
be realized or, even if substantially realized, that they will have the
expected consequences to, or effects on, us or our business or operations.
Except as required by law, we undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
IMPORTANT ADDITIONAL INFORMATION
This stock exchange release relates to the proposed public exchange offer by
Nokia to exchange all of common stock and convertible securities issued by
Alcatel-Lucent for new ordinary shares of Nokia. This stock exchange release
is for informational purposes only and does not constitute an offer to
exchange, or a solicitation of an offer to exchange, all of common stock and
convertible securities of Alcatel-Lucent, nor is it a substitute for the
tender offer statement on Schedule TO or the preliminary prospectus / offer to
exchange included in the Registration Statement on Form F-4 (the "Registration
Statement") to be filed with the SEC, the listing prospectus of Nokia to be
filed with the Finnish Financial Supervisory Authority or the tender offer
document to be filed with the Autorité des marchés financiers (including the
letter of transmittal and related documents and as amended and supplemented
from time to time, the "Exchange Offer Documents"). The Registration Statement
has not yet been filed with the SEC. The tender offer will be made only
through the Exchange Offer Documents.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS
AND ALL OTHER RELEVANT DOCUMENTS THAT NOKIA OR ALCATEL-LUCENT HAS FILED OR MAY
FILE WITH THE SEC, AMF, NASDAQ OMX HELSINKI OR FINNISH FINANCIAL SUPERVISORY
AUTHORITY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION.
All documents referred to above, if filed or furnished, will be available free
of charge at the SEC's website (www.sec.gov).
APPENDIX 1
The fully diluted premium reflects the premium paid by Nokia on
Alcatel-Lucent's market capitalization when adjusting for the dilutive effect
of the Change of Control provisions in Alcatel-Lucent's three outstanding
convertible bonds, which account for a substantial part of Alcatel-Lucent's
equity, based on a 3-month volume weighted average price. Calculation (based
on number of shares outstanding at the end of 2014) as follows:
a. Alcatel-Lucent current diluted shares of 3 218 million reflecting: i) 2
780 million common outstanding shares as of Dec 31, 2014 net of 40 million
of treasury shares, ii) 40 million shares from outstanding stock options
(reflecting treasury method based on Alcatel-Lucent unaffected closing
share price of EUR 3.86 on April 13, 2015), iii) 27 million performance
shares, and iv) 370 million shares underlying Alcatel-Lucent's 2018 OCEANE
convertible bonds
b. Market capitalization of EUR 10 766 million based on Alcatel-Lucent
current diluted shares of 3,218 million multiplied by the unaffected
3-month volume weighted average price of EUR 3.35
c. Offer value based on Nokia's unaffected closing share price as of April
13, 2015 of EUR 7.77 and offer exchange ratio of 0.550x, resulting in an
implied offer price of EUR 4.27 per share
d. Alcatel-Lucent fully diluted shares of 3 643 million reflecting 3 218
million current diluted shares plus 426 million additional shares from
Alcatel-Lucent's three tranches of OCEANE convertible bonds after
reflecting change-of-control adjustment (takeover protection clause) based
on an illustrative tender offer opening date of January 1, 2016. The
breakdown of the 426 million shares is as follows: 68 million additional
shares from the 2018 OCEANEs (over and above the 370 million already
reflected in current diluted shares), 212 million shares from the 2019
OCEANEs and 145 million shares from the 2020 OCEANEs (neither of the 2019
or 2020 OCEANEs is included in the current diluted shares given they are
out-of-the-money but the change-of-control adjustment reduces their
effective conversion price, hence bringing them in-the-money).
e. Fully diluted offer equity value of EUR 15 570 million (calculated as the
implied offer price of EUR 4.27 multiplied by fully diluted shares of 3
643 million) less the aggregate face value of the 2019 and 2020 OCEANEs of
EUR 1 149 million equaling the adjusted offer equity value of EUR 14 421
million (this number excludes the face value of the 2019 and 2020 OCEANEs
but includes the premium offered to them as a consequence of a lower
conversion price due to the change-of-control adjustment).
f. Adjusted offer equity value if EUR 14 421 million divided by market
capitalization of EUR 10 766 million equating to a fully diluted premium
of 34%, equivalent to EUR 4.48 per share
APPENDIX 2: PRELIMINARY COMBINED FINANCIAL INFORMATION
Basis for preparation
The unaudited financial information presented below is based on Nokia's and
Alcatel-Lucent's audited financial statements for the full year 2013 and 2014.
The combined financial information is for illustrative purposes only. The
combined financial information gives an indication of the combined company's
sales and earnings assuming the activities were included in the same company
from the beginning of each period. The combined financial information is based
on a hypothetical situation and should not be viewed as pro forma financial
information as purchase price allocation, differences in accounting principles
and transaction costs have not been taken into account. The difference between
transaction value, which has been calculated based on the closing price of
Nokia shares as of April 13, 2015 and Alcatel-Lucent's book equity has been
allocated to non-current assets. The expected synergies have not been
included.
For the purposes of financial reporting, the actual combined financials will,
however, be calculated based on the transaction value and the fair values of
Alcatel-Lucent's identifiable assets and liabilities at the closing date.
Balance sheet items could therefore differ significantly from the combined
financial information presented below and, as a result, have a significant
impact on other items included in the income statement of the combined
company.
This stock exchange release also contains non-IFRS operating profit
information. For a reconciliation between reported and non-IFRS/adjusted
information please see the reports for Q4 2014 and Full Year 2014. The
reconciliation of the Full Year 2014 numbers can be found on page 41 in the
report issued by Nokia on January 29, 2015 and on page 10 in the report issued
by Alcatel-Lucent on February 6, 2015.
Combined income statement and statement of cash flow
information (reported numbers for continuing operations)
2014 2013
Combined Combined
EUR million company Nokia Alcatel-Lucent company Nokia Alcatel-Lucent
Net Sales 25,910 12,732 13,178 26,522 12,709 13,813
Gross Profit 10,046 5,638 4,408 9,667 5,345 4,322
Gross Margin 38.8% 44.3 % 33.4% 36.4% 42.1 % 31.3%
Operating
Profit 307 170 137 (220) 519 (739)
Operating
Margin 1.2% 1.3 % 1.0% (0.8%) 4.1 % (5.4%)
Net Income 1,137 1,171 (34) (1,228) 41 (1,269)
Net cash
from/(used in)
operating
activities 2,457 2,330 127 913 1,134 (221)
Capital
expenditure 867 311 556 870 407 463
Combined statement of financial position information
For the year ended December 31,
2014
Combined
EUR million company Nokia Alcatel-Lucent
Non-current
assets 29,078 7,339 10,362
Current assets
excluding gross
cash 11,557 6,009 5,548
Cash, cash
equivalents &
marketable
securities 13,265 7,715 5,550
Total assets 53,900 21,063 21,460
Total equity 22,740 8,669 2,694
Non-current
liabilities 16,191 5,106 11,085
Current
liabilities 14,969 7,288 7,681
Total equity
and liabilities 53,900 21,063 21,460
Total debt 7,969 2,692 5,277
Net cash 5,296 5,023 273