Nokia extends buyout for Alcatel-Lucent Oceanes after legal challenge

By Susanna Moon

Chicago, Oct. 4 – Nokia Corp. said it extended its buyout offer for Alcatel-Lucent’s shares, 2019 Oceanes and 2020 Oceanes, which will be followed by a squeeze-out.

The public buyout offer was extended until further notice because the French stock market authority, known as AMF, said a legal action was filed before the Paris Court of Appeal on Sept. 30 for annulment of the AMF's clearance decision regarding the offer, according to a company announcement.

The squeeze-out will follow the buyout offer. It has been set for Oct. 6.

Nokia said Sept. 21 that it began a 10-day public buyout offer at a purchase price of €3.50 per Alcatel Lucent share, €4.51 per 2019 Oceane and €4.50 per 2020 Oceane.

Nokia said it is now awaiting details of the legal action and will provide a new timetable “in due course.”

The company said that the offer complies with laws and regulations and it “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.”

Before the delay, the buyout offer was expected to last for 10 trading days, and then all of the Oceanes not tendered in the buyout offer were to 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 2019 Oceane and €4.50 per 2020 Oceane, net of all costs.

As announced June 16, Nokia 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 then made the public buyout offer in cash for the remaining Alcatel-Lucent shares and Oceanes.

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, 2016, 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 made in connection with Nokia’s acquisition of Alcatel-Lucent.

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.

Nokia planned to squeeze out the remaining shares if it reached 95% ownership of the share capital and voting rights of Alcatel-Lucent and to squeeze out the remaining Oceanes if it reached 95% ownership of Alcatel-Lucent's fully diluted shares.

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.

© 2015 Prospect News.
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