BN 06/17 15:01 *NOKIA SEES TRANSACTION CLOSING IN 1H '16
BN 06/17 15:01 *NOKIA: DOJ GRANTED EARLY TERMINATION OF WAITING PERIOD
BN 06/17 15:01 *NOKIA: DOJ GRANTED EARLY TERMINATION
BN 06/17 15:01 *NOKIA: DOJ PERMITS NOKIA AND ALCATEL-LUCENT MERGER TO PROCEED
BN 06/17 15:00 *NOKIA: U.S. DOJ PERMITS NOKIA AND ALCATEL-LUCENT TO PROCEED
BN 06/17 15:00 *NOKIA: U.S. DOJ PERMITS NOKIA, ALCATEL-LUCENT TO PROCEED W/
BN 06/17 15:01 *NOKIA: DOJ GRANTED EARLY TERMINATION OF WAITING PERIOD
BN 06/17 15:01 *NOKIA: DOJ GRANTED EARLY TERMINATION
BN 06/17 15:01 *NOKIA: DOJ PERMITS NOKIA AND ALCATEL-LUCENT MERGER TO PROCEED
BN 06/17 15:00 *NOKIA: U.S. DOJ PERMITS NOKIA AND ALCATEL-LUCENT TO PROCEED
BN 06/17 15:00 *NOKIA: U.S. DOJ PERMITS NOKIA, ALCATEL-LUCENT TO PROCEED W/
NOKIA: U.S. DEPARTMENT OF JUSTICE PERMITS NOKIA AND ALCATEL-LUCENT TO PROCEED WITH PROPOSED COMBINATION
2015-06-17 15:00:50.189 GMT
U.S. DEPARTMENT OF JUSTICE PERMITS NOKIA AND ALCATEL-LUCENT TO PROCEED WITH
PROPOSED COMBINATION
Nokia Corporation
June 17, 2015 18:00EEST
Helsinki, June 17 2015 - Nokia and Alcatel-Lucent today announced that the
United States Department of Justice has granted early termination of the U.S.
antitrust waiting period for the combination of Nokia and Alcatel-Lucent,
permitting the transaction to proceed. Early termination of the U.S. antitrust
waiting period takes us one important step closer to the closing of
the pending transaction.
The parties continue to make good progress with the regulatory approval
processes in the remaining relevant jurisdictions, with the parties having
already obtained antitrust clearances in Brazil and Serbia. Both companies
will continue to cooperate with the remaining authorities to close their
reviews as quickly as possible.
The transaction remains subject to approval by Nokia shareholders, Nokia
holding over 50.00% of the share capital of Alcatel-Lucent on a fully diluted
basis upon completion of the public exchange offer, receipt of other
regulatory approvals and other customary conditions. The transaction is
expected to close in the first half of 2016.
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. It is dedicated to making global communications more
innovative, sustainable and accessible for people, businesses and governments
worldwide. Its mission is to invent and deliver trusted networks to help its
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 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 "expect," "will" and similar expressions. These
forward-looking statements include statements relating to the expected timing
of closing of the proposed transaction and satisfaction of conditions
precedent, including regulatory conditions. 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
the parties to obtain the necessary regulatory approvals and consummate the
pending transaction.
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 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 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 release is for
informational purposes only and does not constitute an offer to purchase or
exchange, or a solicitation of an offer to sell or 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 by Nokia with the SEC, the Solicitation
/ Recommendation Statement on Schedule 14D-9 to be filed by Alcatel-Lucent
with the SEC, the listing prospectus of Nokia to be filed by Nokia with the
Finnish Financial Supervisory Authority or the offer document (note
d'information) to be filed by Nokia with, and which will be subject to the
review of, the AMF or the response document (note en réponse) to be filed by
Alcatel-Lucent with the AMF (including the letter of transmittal and related
documents and as amended and supplemented from time to time, the "Exchange
Offer Documents"). No offering of securities shall be made in the United
States except by means of a prospectus meeting the requirements of Section 10
of the U.S. Securities Act of 1933. The proposed exchange offer will be made
only through the Exchange Offer Documents.
The making of the proposed exchange offer to specific persons who are
residents in or nationals or citizens of jurisdictions outside France or the
United States or to custodians, nominees or trustees of such persons (the
"Excluded Shareholders") may be made only in accordance with the laws of the
relevant jurisdiction. It is the responsibility of the Excluded Shareholders
wishing to accept an exchange offer to inform themselves of and ensure
compliance with the laws of their respective jurisdictions in relation to the
proposed exchange offer. The Exchange Offer Documents have not yet been filed
with appropriate regulators, including 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 HELSINKI OR FINNISH FINANCIAL SUPERVISORY
AUTHORITY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING THE PROPOSED EXCHANGE OFFER.
The information contained in this release must not be published, released or
distributed, directly or indirectly, in any jurisdiction where the
publication, release or distribution of such information is restricted by laws
or regulations. Therefore, persons in such jurisdictions into which these
materials are published, released or distributed must inform themselves about
and comply with such laws or regulations. Nokia and Alcatel-Lucent do not
accept any responsibility for any violation by any person of any such
restrictions.
The Exchange Offer Documents and other documents referred to above, if filed
or furnished by Nokia or Alcatel-Lucent with the SEC, as applicable, will be
available free of charge at the SEC's website (www.sec.gov).
Once the public exchange offer has been filed by Nokia and approved by the
AMF, Nokia's offer document (note d'information) and Alcatel's response
document (note en réponse), containing detailed information with regard to the
exchange offer, will be available on the websites of the AMF
(www.amf-france.org), Nokia (www.nokia.com) and Alcatel-Lucent
(www.alcatel-lucent.com).
MICROSITE DETAILS
Further information on the transaction can be found at:
www.newconnectivity.com
MEDIA ENQUIRIES
Brunswick (adviser to Nokia)
Tel: +1 202 393 7337 (U.S.)
Tel: +44 (0)207 404 5959 (U.K.)
Alcatel-Lucent Communications
Simon Poulter, simon.poulter@alcatel-lucent.com
Tel: +33 (0)1 55 14 10 06
Valerie La Gamba, valerie.la_gamba@alcatel-lucent.com
Tel: + 33 (0)1 55 14 15 91
2015-06-17 15:00:50.189 GMT
U.S. DEPARTMENT OF JUSTICE PERMITS NOKIA AND ALCATEL-LUCENT TO PROCEED WITH
PROPOSED COMBINATION
Nokia Corporation
June 17, 2015 18:00EEST
Helsinki, June 17 2015 - Nokia and Alcatel-Lucent today announced that the
United States Department of Justice has granted early termination of the U.S.
antitrust waiting period for the combination of Nokia and Alcatel-Lucent,
permitting the transaction to proceed. Early termination of the U.S. antitrust
waiting period takes us one important step closer to the closing of
the pending transaction.
The parties continue to make good progress with the regulatory approval
processes in the remaining relevant jurisdictions, with the parties having
already obtained antitrust clearances in Brazil and Serbia. Both companies
will continue to cooperate with the remaining authorities to close their
reviews as quickly as possible.
The transaction remains subject to approval by Nokia shareholders, Nokia
holding over 50.00% of the share capital of Alcatel-Lucent on a fully diluted
basis upon completion of the public exchange offer, receipt of other
regulatory approvals and other customary conditions. The transaction is
expected to close in the first half of 2016.
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. It is dedicated to making global communications more
innovative, sustainable and accessible for people, businesses and governments
worldwide. Its mission is to invent and deliver trusted networks to help its
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 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 "expect," "will" and similar expressions. These
forward-looking statements include statements relating to the expected timing
of closing of the proposed transaction and satisfaction of conditions
precedent, including regulatory conditions. 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
the parties to obtain the necessary regulatory approvals and consummate the
pending transaction.
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 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 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 release is for
informational purposes only and does not constitute an offer to purchase or
exchange, or a solicitation of an offer to sell or 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 by Nokia with the SEC, the Solicitation
/ Recommendation Statement on Schedule 14D-9 to be filed by Alcatel-Lucent
with the SEC, the listing prospectus of Nokia to be filed by Nokia with the
Finnish Financial Supervisory Authority or the offer document (note
d'information) to be filed by Nokia with, and which will be subject to the
review of, the AMF or the response document (note en réponse) to be filed by
Alcatel-Lucent with the AMF (including the letter of transmittal and related
documents and as amended and supplemented from time to time, the "Exchange
Offer Documents"). No offering of securities shall be made in the United
States except by means of a prospectus meeting the requirements of Section 10
of the U.S. Securities Act of 1933. The proposed exchange offer will be made
only through the Exchange Offer Documents.
The making of the proposed exchange offer to specific persons who are
residents in or nationals or citizens of jurisdictions outside France or the
United States or to custodians, nominees or trustees of such persons (the
"Excluded Shareholders") may be made only in accordance with the laws of the
relevant jurisdiction. It is the responsibility of the Excluded Shareholders
wishing to accept an exchange offer to inform themselves of and ensure
compliance with the laws of their respective jurisdictions in relation to the
proposed exchange offer. The Exchange Offer Documents have not yet been filed
with appropriate regulators, including 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 HELSINKI OR FINNISH FINANCIAL SUPERVISORY
AUTHORITY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING THE PROPOSED EXCHANGE OFFER.
The information contained in this release must not be published, released or
distributed, directly or indirectly, in any jurisdiction where the
publication, release or distribution of such information is restricted by laws
or regulations. Therefore, persons in such jurisdictions into which these
materials are published, released or distributed must inform themselves about
and comply with such laws or regulations. Nokia and Alcatel-Lucent do not
accept any responsibility for any violation by any person of any such
restrictions.
The Exchange Offer Documents and other documents referred to above, if filed
or furnished by Nokia or Alcatel-Lucent with the SEC, as applicable, will be
available free of charge at the SEC's website (www.sec.gov).
Once the public exchange offer has been filed by Nokia and approved by the
AMF, Nokia's offer document (note d'information) and Alcatel's response
document (note en réponse), containing detailed information with regard to the
exchange offer, will be available on the websites of the AMF
(www.amf-france.org), Nokia (www.nokia.com) and Alcatel-Lucent
(www.alcatel-lucent.com).
MICROSITE DETAILS
Further information on the transaction can be found at:
www.newconnectivity.com
MEDIA ENQUIRIES
Brunswick (adviser to Nokia)
Tel: +1 202 393 7337 (U.S.)
Tel: +44 (0)207 404 5959 (U.K.)
Alcatel-Lucent Communications
Simon Poulter, simon.poulter@alcatel-lucent.com
Tel: +33 (0)1 55 14 10 06
Valerie La Gamba, valerie.la_gamba@alcatel-lucent.com
Tel: + 33 (0)1 55 14 15 91