OREANDA-NEWS. The Board of Directors of Alcatel-Lucent (Euronext Paris and NYSE: ALU) (the “Board”) has today acknowledged the successful results and the settlement of Nokia’s public exchange offer for all outstanding ordinary shares, American depositary shares (“ADSs”) and OCEANE convertible bonds of Alcatel-Lucent, in exchange for Nokia shares or Nokia ADSs (the “Offer”).

The composition of the Board has been modified today to reflect the ownership structure of the company following the settlement of the Offer on January 7, 2016: Jean Monty, Louis Hughes, Olivier Piou, Stuart Eizenstat, Kim Crawford Goodman and Francesco Caio have resigned and Risto Siilasmaa, Rajeev Suri, Timo Ihamuotila, Maria Varsellona and Samih Elhage have been coopted to the Board, subject to ratification by the shareholders of Alcatel-Lucent at the next shareholders’ general meeting. Nokia has stated that it would vote in favor of such ratification.

Philippe Camus has been confirmed in his position of Chairman of the Board and CEO of Alcatel-Lucent. The Board has approved his compensation as Chairman and CEO. More information on the compensation of Philippe Camus is available in Annex 1 of this press release and at https://www.alcatel-lucent.com/about/governance.

The new Board is thus comprised of its Chairman (Philippe Camus), the newly appointed directors (Risto Siilasmaa, Rajeev Suri, Timo Ihamuotila, Maria Varsellona and Samih Elhage), and, as recommended by the AFEP-MEDEF Corporate Governance Code, a third of independent directors, i.e., three directors out of nine (Jean-Cyril Spinetta, Sylvia Summers et Carla Cico) who form the newly created Committee of Independent Directors. More information on the composition of the new Board and of its committees is available in Annex 2 of this press release and at https://www.alcatel-lucent.com/about/governance. The new operating rules of the Board and of the Committee of Independent Directors will be available at https://www.alcatel-lucent.com/about/governance.

The newly constituted Board decided to terminate Alcatel-Lucent’s program for ADSs following the settlement of the initial period of the Offer and to seek the delisting of Alcatel-Lucent’s ADSs from the New York Stock Exchange following the settlement of the reopened Offer. 

Alcatel-Lucent and Nokia will proceed with their integration plans. Based on a recommendation made by the Committee of Independent Directors of Alcatel-Lucent, the Board has approved two services agreements with Nokia to implement such integration plans, which were entered into today. 

In accordance with Article 232-4 of the AMF General Regulation, the Offer in France and in the U.S. will be reopened at the same exchange ratios as the initial Offer.  On the basis of the indicative timetable of the Offer contained in Nokia’s French offer document, the reopened offer is expected to commence on January 14th, 2016 and to close on February 3rd, 2016, subject to the publication by the AMF of its notice relating to the reopening of the French offer.  Following the Board’s unanimous recommendation in favour of the Offer made in relation to the initial Offer, Alcatel-Lucent invites the remaining Alcatel-Lucent securities holders to tender their shares, ADSs and/or OCEANEs into the reopened Offer.