Expiration date of Nokia's public buy-out offer for Alcatel-Lucent securities extended following a legal action against AMF c...
05 October 2016 - 1:34AM
The French stock market authority (Autorité des marchés financiers,
"AMF") announced today that a legal action was filed before the
Paris Court of Appeal on September 30, 2016 for annulment of the
AMF's clearance decision regarding Nokia's public buy-out offer
(the "Public Buy-Out Offer"), which would be followed by a
squeeze-out (the "Squeeze-Out", together with the Public Buy-Out
offer, the "Offer"), for all remaining securities of
Alcatel-Lucent. Consequently, the Public Buy-Out Offer period is
extended until further notice and the Squeeze-Out, which had been
scheduled for October 6, 2016, will take place once the public
buy-out offer is completed. Nokia is now awaiting details of the
legal action, and the AMF will publish a further notice with a new
timetable in due course. Nokia believes that the Offer complies
with all applicable laws and regulations and expects that,
unfortunate delay aside, the legal action will not have a material
impact on its acquisition of the remaining outstanding securities
of Alcatel-Lucent. Documentation relating to the Offer, which
includes Nokia and Alcatel-Lucent's joint offer document (note
d'information conjointe) and Nokia's and Alcatel-Lucent's
respective "other information" documents, is available on the AMF
website (www.amf-france.org), on Nokia's website
(http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction),
and on Alcatel-Lucent's website (www5.alcatel-lucent.com).
Media Enquiries: Nokia
Communications Tel. +358 (0) 10 448
4900 Email: press.services@nokia.com
Investor
Enquiries: Nokia Investor Relations Tel. +358 4080 3
4080 Email: investor.relations@nokia.com
About
Nokia Nokia is a global leader in the technologies
that connect people and things. Powered by the innovation of Nokia
Bell Labs and Nokia Technologies, the company is at the forefront
of creating and licensing the technologies that are increasingly at
the heart of our connected lives. With state-of-the-art software,
hardware and services for any type of network, Nokia is uniquely
positioned to help communication service providers, governments,
and large enterprises deliver on the promise of 5G, the Cloud and
the Internet of Things. www.nokia.com
Microsite
details Further information on the transaction can be
found at: www.newconnectivity.com
NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FORWARD-LOOKING STATEMENTS This stock exchange
release contains forward-looking statements that reflect Nokia's
current expectations and views of future events and developments.
Some of these forward-looking statements can be identified by terms
and phrases such as "will", "believe", "confident" and similar
expressions. These forward-looking statements include statements
relating to: the legal action for annulment of the AMF's clearance
decision filed before the Court of appeal of Paris, the expected
timetable of the Offer, including the expected implementation date
of the Squeeze-Out and Nokia's views with respect to the Offer's
compliance with all applicable laws and regulations and the outcome
of the legal action. These forward-looking statements are subject
to a number of risks and uncertainties, many of which are beyond
our control, which could cause actual results to differ materially
from such statements. These forward-looking statements are based on
our beliefs, assumptions and expectations of future performance,
taking into account the information currently available to us.
These statements are only predictions based upon our current
expectations and views of future events and developments. Risks and
uncertainties include: AMF's regulation of the Offer, the contents
of the legal action (which has not yet been reviewed by Nokia) and
the possibility of its success on the merits (partial or otherwise)
as well as other risk factors listed from time to time in Nokia's
and Alcatel-Lucent's filings with the U.S. Securities and Exchange
Commission ("SEC"). The forward-looking statements should be read
in conjunction with the other cautionary statements that are
included elsewhere, including Nokia's and Alcatel-Lucent's most
recent annual reports on Form 20-F, reports furnished on Form 6-K,
and any other documents that Nokia or Alcatel-Lucent have filed
with the SEC. Any forward-looking statements made in this stock
exchange release are qualified in their entirety by these
cautionary statements, and there can be no assurance that the
actual results or developments anticipated by us will be realized
or, even if substantially realized, that they will have the
expected consequences to, or effects on, us or our business or
operations. Except as required by law, we undertake no obligation
to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
IMPORTANT ADDITIONAL INFORMATION This stock
exchange release relates to Nokia's Public Buy-Out Offer followed
by a Squeeze-Out for all of the ordinary shares and OCEANE
convertible bonds of Alcatel-Lucent. This stock exchange release is
for informational purposes only and does not constitute an offer to
purchase or exchange, or a solicitation of an offer to sell or
exchange, any ordinary shares or OCEANE convertible bonds of
Alcatel-Lucent, nor is it a substitute for Nokia and
Alcatel-Lucent's joint offer document (note d'information
conjointe) filed by Nokia with, and which received visa No. 16-438
from the AMF on September 20, 2016 (as amended and supplemented
from time to time, the "Offer Document"). The Public Buy-Out Offer
followed by a Squeeze-Out is being made only through the Offer
Document. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
OFFER DOCUMENT AND ALL OTHER RELEVANT DOCUMENTS THAT NOKIA OR
ALCATEL-LUCENT MAY FURNISHED OR FILE WITH THE SEC OR AMF WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING THE PUBLIC BUY-OUT OFFER FOLLOWED BY A
SQUEEZE-OUT. The information contained in this stock exchange
release must not be published, released or distributed, directly or
indirectly, in any jurisdiction where the publication, release or
distribution of such information is restricted by laws or
regulations. Therefore, persons in such jurisdictions into which
these materials are published, released or distributed must inform
themselves about and comply with such laws or regulations. Nokia
and Alcatel-Lucent do not accept any responsibility for any
violation by any person of any such restrictions. The Offer
Document and other documents referred to above, if furnished by
Nokia or Alcatel-Lucent with the SEC, will be available free of
charge at the SEC's website (www.sec.gov). Nokia and
Alcatel-Lucent's joint offer document (note d'information
conjointe) which received from the AMF the visa No. 16-438 date
September 20, 2016 and contains detailed information with regard to
the Public Buy-Out Offer followed by a Squeeze-Out, as well as
Nokia's and Alcatel-Lucent's respective "other information"
documents relating in particular to their legal, financial and
accounting characteristics, are available on the websites of the
AMF (www.amf-france.org), Nokia (www.nokia.com) and
Alcatel-Lucent (www.alcatel-lucent.com).
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