Nokia gives results of reopened exchange for Alcatel-Lucent Oceanes

By Susanna Moon

Chicago, Feb. 10 – Nokia announced the results of the renewed public exchange offer for three series of convertible bonds issued in the Oceane structure by Alcatel-Lucent.

After settlement on Feb. 12, Nokia will hold 99.62% of the outstanding Oceane 2018 convertible bonds, 37.18% of the outstanding Oceane 2019 convertible bonds and 68.17% of the outstanding Oceane 2020 convertible bonds, according to a company press release.

The public exchange offer for the Oceanes was reopened in France and in the United States from Jan. 14 to Feb. 3 on the same terms as that of the initial offer.

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

In the reopened offer, investors had tendered 4,795,096 of Oceane 2018 convertibles, 19,971,720 of Oceane 2019 convertibles and 56,644,832 of Oceane 2020 convertibles.

Nokia said it will convert all of the Oceanes it will hold following settlement of the reopened offer on Feb. 12. After that, less than 15% of the 2018 Oceanes will remain outstanding and the notes will be redeemed at par plus accrued interest to the redemption date.

After the conversion, Nokia said it will hold 92.34% of the share capital and at least 92.26% of the voting rights of Alcatel-Lucent.

Also, Nokia will issue 320,701,193 new shares in exchange for Alcatel-Lucent securities tendered into the reopened offer.

The company previously said that, after completion of the reopened offer, 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 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 reached 95% ownership of the share capital and voting rights of Alcatel-Lucent, it intended to squeeze out the remaining shares. In addition, if Nokia reached 95% ownership of Alcatel-Lucent's fully diluted shares, it intended to squeeze out the remaining Oceanes.

In addition, Nokia previously said it reserved 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 is 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 held 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.

With conversion of the Oceanes at the improved conversion ratio, Nokia held 79.32% of the share capital and at least 78.97% of the voting rights of Alcatel-Lucent.

In exchange for tendered Oceanes, holders were to 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.

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