EC approves Nokia acquisition of Alcatel-Lucent


Both companies continue to cooperate with the remaining authorities to close their reviews as quickly as possible

Nokia has today announced that it has received approval from the European Commission for its pending acquisition of Alcatel-Lucent. The proposed transaction was notified to the European Commission on 19 June this year and was cleared today without conditions following a Phase 1 review.

The deal was first announced on 15 April this year, when Nokia stated it would buy Alcatel-Lucent for Euro 15.6 billion (£11.2 billion) to create a company that will focus on next generation technology and services for an IP connected world.

Approval by the European Commission follows previously disclosed antitrust clearances in Brazil and Serbia and the expiration of the antitrust review period in the US, where on 18 June the US Department of Justice granted early termination of the country’s antitrust waiting period, permitting the transaction to proceed.

In addition, the parties confirmed today they have received further antitrust clearances from Albania, Canada, Colombia and Russia.

Both companies will continue to cooperate with the remaining authorities to close their reviews as quickly as possible.

The transaction remains subject to approval by Nokia shareholders, Nokia holding over 50% of the share capital of Alcatel-Lucent on a fully diluted basis upon completion of the public exchange offer, receipt of other regulatory approvals and other customary conditions.

The all-share transaction, which is expected to close in the first half of 2016, values Alcatel-Lucent at Euro 15.6 billion on a fully diluted basis, corresponding to a fully diluted premium of 34% (equivalent to Euro 4.48 per share), and a premium to shareholders of 28% (equivalent to Euro 4.27 per share). This is based on Nokia’s unaffected closing share price of Euro 7.77 on 13 April 2015.

The combined company, to be called Nokia Corporation, with headquarters in Finland and a strong presence in France, includes Alcatel-Lucent’s Bell Labs and Nokia’s FutureWorks, and will work towards new and up-coming technologies, including the Internet of Things (IoT) and the transition to the cloud. Nokia Technologies will stay as a separate entity of the business with a clear focus on licensing and the incubation of new technologies.



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