Nokia offers to issue shares in exchange for Alcatel-Lucent Oceanes

By Susanna Moon

Chicago, Nov. 18 – Nokia Corp. said it began public exchange offers for three series of convertible bonds issued in the Oceane structure by Alcatel-Lucent.

In exchange for tendered Oceanes, holders will receive Nokia shares as follows:

• 0.6930 Nokia share per Oceane due July 1, 2018;

• 0.7040 Nokia share per Oceane due Jan. 30, 2019; and

• 0.7040 Nokia share per Oceane due Jan. 30, 2020.

The public exchange offers are in connection with Nokia’s planned acquisition of Alcatel-Lucent, according to a company press release.

As previously reported, Nokia intends to acquire all ordinary shares, American Depositary Shares and convertible bonds issued by Alcatel-Lucent through two separate public exchange offers, one in France and the other in the United States. Alcatel-Lucent securities will be exchanged for Nokia shares in the French offer and Nokia shares or Nokia ADSs in the U.S. offer.

The public exchange offer will run for 26 French trading days until 11 a.m. ET on Dec. 23.

“With the launch of this public exchange offer, we are entering the final phase of our proposed acquisition of Alcatel-Lucent in a position of strength and are on track to be ready to operate as one company,” Nokia president and chief executive officer Rajeev Suri said in the press release.

Settlement is expected to occur on Jan. 7.

If the exchange offers are successful, they will reopen on Jan. 14, close on Feb. 3 and settle on Feb. 12, the company previously said. Once the exchange offers open, the proposed transaction will be subject to approval by Nokia shareholders and the satisfaction of the minimum tender condition set at more than 50% of Alcatel-Lucent's share capital on a fully diluted basis, unless the condition is waived.

Espoo, Finland-based Nokia is a wireless telecommunications equipment maker. Paris-based Alcatel-Lucent is a voice, data and video communication services provider.

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