Nokia acquires Alcatel-Lucent Oceanes due 2019, 2020 for €419 million

By Susanna Moon

Chicago, May 12 – Nokia Corp. said it agreed to acquire 72,994,133 of the €688,425,000 bonds due Jan. 30, 2019 convertible into Alcatel-Lucent shares and 19,943,533 of the €460,289,979.90 Alcatel-Lucent convertibles due on Jan. 30, 2020.

Nokia agreed to acquire the bonds issued in the Oceane structure in a privately negotiated transaction Thursday for an aggregate cash payment of €418,949,438.33, according to a company announcement.

After settlement on May 16, Nokia will own 94.64% of the share capital and 94.57% of the voting rights of Alcatel-Lucent, which amounts to 94.17% of the Alcatel-Lucent shares on a fully diluted basis, the announcement noted.

Reopened exchange

On Feb. 10 Nokia announced the results of the renewed public exchange offer for some Alcatel-Lucent Oceanes, which resulted in Nokia holding about 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.

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

As reported, Nokia wanted 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.

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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