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Nokia Oyj — M&A Activity 2016
Oct 4, 2016
3231_rns_2016-10-04_6b6f0c0c-1277-41ba-9008-b217b724b572.html
M&A Activity
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Expiration date of Nokia's public buy-out offer for Alcatel-Lucent securities extended following a legal action against AMF clearance decision; squeeze-out to follow completion of public buy-out offer
Expiration date of Nokia's public buy-out offer for Alcatel-Lucent securities extended following a legal action against AMF clearance decision; squeeze-out to follow completion of public buy-out offer
Nokia Corporation
Stock Exchange Release
October 4, 2016 at 17:30 (CET +1)
Expiration date of Nokia's public buy-out offer for Alcatel-Lucent securities
extended following a legal action against AMF clearance decision; squeeze-out to
follow completion of public buy-out offer
Espoo, Finland - The French stock market authority (Autorité des marchés
financiers, "AMF") announced today that a legal action was filed before the
Paris Court of Appeal on September 30, 2016 for annulment of the AMF's clearance
decision regarding Nokia's public buy-out offer (the "Public Buy-Out Offer"),
which would be followed by a squeeze-out (the "Squeeze-Out", together with the
Public Buy-Out offer, the "Offer"), for all remaining securities of Alcatel-
Lucent. Consequently, the Public Buy-Out Offer period is extended until further
notice and the Squeeze-Out, which had been scheduled for October 6, 2016, will
take place once the public buy-out offer is completed.
Nokia is now awaiting details of the legal action, and the AMF will publish a
further notice with a new timetable in due course. Nokia believes that the Offer
complies with all applicable laws and regulations and expects that, unfortunate
delay aside, the legal action will not have a material impact on its acquisition
of the remaining outstanding securities of Alcatel-Lucent.
Documentation relating to the Offer, which includes Nokia and Alcatel-Lucent's
joint offer document (note d'information conjointe) and Nokia's and Alcatel-
Lucent's respective "other information" documents, is available on the AMF
website (www.amf-france.org), on Nokia's website
(http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-
alcatel-lucent-transaction), and on Alcatel-Lucent's website (www5.alcatel-
lucent.com).
Media Enquiries:
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: [email protected]
Investor Enquiries:
Nokia
Investor Relations
Tel. +358 4080 3 4080
Email: [email protected]
About Nokia
Nokia is a global leader in the technologies that connect people and things.
Powered by the innovation of Nokia Bell Labs and Nokia Technologies, the company
is at the forefront of creating and licensing the technologies that are
increasingly at the heart of our connected lives.
With state-of-the-art software, hardware and services for any type of network,
Nokia is uniquely positioned to help communication service providers,
governments, and large enterprises deliver on the promise of 5G, the Cloud and
the Internet of Things. www.nokia.com
Microsite details
Further information on the transaction can be found at: www.newconnectivity.com
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 current expectations and views of future events and developments. Some
of these forward-looking statements can be identified by terms and phrases such
as "will", "believe", "confident" and similar expressions. These forward-looking
statements include statements relating to: the legal action for annulment of the
AMF's clearance decision filed before the Court of appeal of Paris, the expected
timetable of the Offer, including the expected implementation date of the
Squeeze-Out and Nokia's views with respect to the Offer's compliance with all
applicable laws and regulations and the outcome of the legal action. 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 statements are only
predictions based upon our current expectations and views of future events and
developments. Risks and uncertainties include: AMF's regulation of the Offer,
the contents of the legal action (which has not yet been reviewed by Nokia) and
the possibility of its success on the merits (partial or otherwise) 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 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 Nokia's Public Buy-Out Offer followed by
a Squeeze-Out for all of the ordinary shares and OCEANE convertible bonds of
Alcatel-Lucent. This stock exchange 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, any ordinary shares or OCEANE convertible bonds of
Alcatel-Lucent, nor is it a substitute for Nokia and Alcatel-Lucent's joint
offer document (note d'information conjointe) filed by Nokia with, and which
received visa No. 16-438 from the AMF on September 20, 2016 (as amended and
supplemented from time to time, the "Offer Document"). The Public Buy-Out Offer
followed by a Squeeze-Out is being made only through the Offer Document.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE OFFER DOCUMENT AND ALL
OTHER RELEVANT DOCUMENTS THAT NOKIA OR ALCATEL-LUCENT MAY FURNISHED OR FILE WITH
THE SEC OR AMF WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING THE PUBLIC BUY-OUT OFFER FOLLOWED BY A SQUEEZE-OUT.
The information contained in this stock exchange 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 Offer Document and other documents referred to above, if furnished by Nokia
or Alcatel-Lucent with the SEC, will be available free of charge at the SEC's
website (www.sec.gov).
Nokia and Alcatel-Lucent's joint offer document (note d'information conjointe)
which received from the AMF the visa No. 16-438 date September 20, 2016 and
contains detailed information with regard to the Public Buy-Out Offer followed
by a Squeeze-Out, as well as Nokia's and Alcatel-Lucent's respective "other
information" documents relating in particular to their legal, financial and
accounting characteristics, are available on the websites of the AMF (www.amf-
france.org), Nokia (www.nokia.com) and Alcatel-Lucent (www.alcatel-lucent.com).
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