Nokia gives early results of exchange offer for Alcatel-Lucent Oceanes

By Susanna Moon

Chicago, Jan. 4 – Nokia Corp. announced the interim results of the public exchange offers for three series of convertible bonds issued in the Oceane structure by Alcatel-Lucent.

Investors had tendered 206,784,349 Oceane 2018 convertibles, 37,880,652 Oceane 2019 convertibles and 16,138,206 Oceane 2020 convertibles, according to a company press release.

As announced Nov. 18, the public exchange offers are in connection with Nokia’s acquisition of Alcatel-Lucent.

The public exchange offer ran for 26 French trading days until 11 a.m. ET on Dec. 23, with settlement expected to occur on Jan. 7.

If the results are confirmed, Nokia would hold 89.14% of the outstanding Oceanes 2018, 24.34% of the outstanding Oceanes 2019 and 15.11% of the outstanding Oceanes 2020, along with 76.31% of the share capital and at least 76.01% of the voting rights of Alcatel-Lucent, which would result in Nokia holding 70.52% of the share capital on a fully diluted basis, the release noted.

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 offer was subject to the number of Alcatel-Lucent securities tendered into the offer representing more than 50% of the shares on a fully diluted basis. This condition has been satisfied.

If Nokia reaches 95% ownership of the share capital and voting rights of Alcatel-Lucent, it intends to squeeze out the remaining shares, the press release said. In addition, if Nokia reaches 95% ownership of Alcatel-Lucent's fully diluted shares, it intends to squeeze out the remaining Oceanes, the company said.

In addition, Nokia reserves the right to cause Alcatel-Lucent to redeem at par plus accrued interest all of the outstanding Oceanes 2018, Oceanes 2019 or Oceanes 2020, if less than 15% of the issued Oceanes of any series remain outstanding.

As previously reported, Nokia intended 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.

“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 previous press release.

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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