Nokia begins 10-day buyout offer for remaining Alcatel-Lucent Oceanes

By Susanna Moon

Chicago, Sept. 21 – Nokia Corp. began a 10-day public buyout offer for Alcatel-Lucent shares, the 2019 Oceanes and the 2020 Oceanes, which will be followed by a squeeze-out.

The purchase price will be €3.50 per Alcatel Lucent share, €4.51 per Alcatel Lucent 2019 Oceane and €4.50 per Alcatel Lucent 2020 Oceane, according to a company announcement.

The buyout offer will last for 10 trading days, and then all of the Oceanes not tendered in the buyout offer will be transferred to Nokia the trading day after the offer, in return for a compensation of €3.50 per Alcatel Lucent share, €4.51 per Alcatel Lucent 2019 Oceane and €4.50 per Alcatel Lucent 2020 Oceane, net of all costs.

As announced June 16, Nokia had agreed to acquire 24,392,270 Alcatel-Lucent shares, 9,614,661 bonds due Jan. 30, 2019 convertible into Alcatel-Lucent shares, or the 2019 Oceanes, and 2,290,001 bonds due Jan. 30, 2020 convertible into Alcatel-Lucent shares, or the 2020 Oceanes.

Nokia agreed to acquire the Alcatel-Lucent shares and Oceanes through privately negotiated transactions for a cash payment of €85,372,945 for the Alcatel-Lucent shares and €53,667,125.61 for the Oceanes, with settlement on June 17.

After these transactions, Nokia was set to own 95.33% of the share capital and 95.26% of the voting rights of Alcatel-Lucent, which amounts to 95.16% of the Alcatel-Lucent shares on a fully diluted basis.

Nokia said it planned a public buyout offer in cash for the remaining Alcatel-Lucent shares and Oceanes during the third quarter of 2016, followed by a squeeze-out in cash.

The offer price was to be determined by Nokia after the publication of Alcatel-Lucent's second-quarter 2016 financial results, following the valuation work of Societe Generale, the presenting bank appointed by Nokia in connection with the offer. The valuation was to be based on a multi-criteria approach reflecting Alcatel-Lucent's latest business plan and the price paid by Nokia in cash acquisitions of €3.50 per Alcatel-Lucent share, €4.51 per 2019 Oceane and €4.50 per 2020 Oceane. The offer price also was subject to the assessment of the independent expert appointed by Alcatel-Lucent's board of directors.

As announced Feb. 10, Nokia’s renewed public exchange offer for some Alcatel-Lucent Oceanes 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.

The public exchange offers were in connection with Nokia’s acquisition of Alcatel-Lucent.

As reported, Nokia sought 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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