OREANDA-NEWS. The French stock market authority, the Autorité des Marchés Financiers (the “AMF”), today published the results of the reopened offer period of the public exchange offer initiated by Nokia (NYSE: NOK; Euronext Paris and NASDAQ OMX, Helsinki: NOKIA) for securities of Alcatel-Lucent (Euronext Paris and NYSE: ALU) in France and in the United States (the “Reopened Offer”).
 
426 695 572 Alcatel-Lucent ordinary shares, 52 286 499 American depositary shares (“ADSs”), 4 795 096 OCEANE 2018 convertible bonds, 19 971 720 OCEANE 2019 convertible bonds, and 56 644 832 OCEANE 2020 convertible bonds have been tendered into the Reopened Offer in France and/or in the U.S (Alcatel-Lucent shares, ADSs and OCEANE convertible bonds together the "Alcatel-Lucent Securities"). As a consequence, following settlement of the Reopened Offer which is expected to occur on February 12, 2016, Nokia will hold 91.25% of the share capital and at least 91.17% of the voting rights of Alcatel Lucent, 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. This equates to Nokia holding 88.07% of the share capital on a fully diluted basis.
 
Nokia has stated that it will convert all of the OCEANE convertible bonds it will hold following settlement of the Reopened Offer on February 12, 2016. Consequently, less than 15% of the 2018 OCEANE convertible bonds will be outstanding and Nokia has indicated that it will cause Alcatel-Lucent to redeem at par value, plus accrued interest from the date the interest was last paid, to the date set for the early redemption all of the outstanding 2018 OCEANE convertible bonds, pursuant to the terms and conditions of such OCEANE convertible bonds. After the conversion of the OCEANE convertible bonds tendered into the Reopened Offer at the applicable improved conversion ratios, Nokia has indicated that it will hold 92.34% of the share capital and at least 92.26% of the voting rights of Alcatel-Lucent. 
As previously announced, the Alcatel-Lucent ADS program will be terminated following the settlement of the Reopened Offer, on February 24, 2016, and Nokia has indicated its intention to cause Alcatel-Lucent to delist Alcatel-Lucent’s ADSs from the New York Stock Exchange (“NYSE”) and, subject to applicable law, deregister Alcatel-Lucent’s ADSs under U.S. securities laws. 
Based on the results of the Reopened Offer, Nokia has stated that it will issue 320 701 193 new shares ("Shares", each a "Share") as consideration for the Alcatel-Lucent Securities tendered into the Reopened Offer. Nokia has indicated that the Shares will be issued in deviation from shareholders' pre-emptive right to subscription based on a resolution by the Board of Directors on January 6, 2016 and an authorization by the Extraordinary General Meeting held on December 2, 2015.
 
Nokia has specified that the Shares will be paid by contribution in kind with Alcatel-Lucent Securities that have been tendered into the Reopened Offer. It has further indicated that the subscription price will be recorded in Nokia's fund for invested non-restricted equity and that, consequently, its share capital will remain unchanged at EUR 245 896 461.96.
Nokia has stated that it expects to register the Shares with the Finnish Trade Register on February 12, 2016 and that after the registration the total number of Nokia's shares will equal 5 769 443 837. The Shares will carry the right to dividends and all other shareholder rights as of the registration date. The trading in the Shares is expected to commence on Nasdaq Helsinki and Euronext Paris as of February 15, 2016 and the trading in the new Nokia ADSs representing the Shares to commence on the NYSE as of February 15, 2016. The delivery by Euronext Paris of the new Nokia Shares to the relevant financial intermediaries of Alcatel-Lucent security holders is expected on February 15, 2016 and the new Nokia ADSs are expected to be registered in the name of the former registered Alcatel-Lucent ADS holders on February 12, 2016.
 
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