Nokia ends reopened public exchange offer for Alcatel-Lucent Oceanes

By Susanna Moon

Chicago, Feb. 3 – Nokia said the renewed public exchange offer for three series of convertible bonds issued in the Oceane structure by Alcatel-Lucent was now closed to holders, as of Wednesday.

Nokia expects the results of the reopened offer to be published on Feb. 10, according to a company notice.

The company said on Jan. 13 that it reopened its public exchange offer for the Oceanes in France and in the United States and that it would be open to holders from Jan. 14 to Feb. 3 on the same terms as that of the initial offer.

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

After completion of the reopened offer, Nokia said it plans to delist Alcatel-Lucent’s ADSs from the New York Stock Exchange and deregister Alcatel-Lucent’s ADSs under U.S. securities laws.

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.

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

In addition, Nokia previously said it 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 noted before, 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.

Recent offer

In the exchange offer that ran for 26 French trading days until 11 a.m. ET on Dec. 23, Nokia announced the results on Jan. 4, with tenders for 206,784,349 of Oceane 2018 convertibles, 37,880,652 of Oceane 2019 convertibles and 16,138,206 of Oceane 2020 convertibles, and then confirmed the results on Jan. 5.

After settlement, Nokia will 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 results in Nokia holding 70.52% of the share capital on a fully diluted basis.

Assuming conversion of the Oceanes at the improved conversion ratio, Nokia would hold 79.32% of the share capital and at least 78.97% of the voting rights of Alcatel-Lucent, the company previously said.

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 was satisfied.

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

© 2015 Prospect News.
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