Nokia takes further step in Alcatel-Lucent deal


Lodges preliminary draft of Form F-4 with SEC as things move forward

Nokia’s proposed acquisition of Alcatel-Lucent has taken another step forward with its filing of a preliminary draft of a registration statement on Form F-4 with the US Securities and Exchange Commission (SEC).

In the preliminary draft of the form, Nokia has provided more detailed information on the proposed transaction, pro forma financial statements, risks related to the transaction, terms of the US Offer and termination fees.

On 15 April this year Nokia announced that it intended to acquire Alcatel-Lucent in a €15.6 billion ($17 billion) deal, pertaining to all of the equity securities issued by Alcatel-Lucent through a public exchange offer in France and the US, whereby Alcatel-Lucent securities will be exchanged for Nokia shares or Nokia American depositary shares.

The exchange offer is therefore comprised of a US deal and a French deal, with the former being made pursuant to a registration statement on Form F-4. The French Offer would be made with reference to separate French offer documentation to be filed with the French Financial Market Regulator (Autorité des marchés financiers).

At the end of July Nokia announced it had received approval from the European Commission (EC) for its planned merger with Alcatel-Lucent, clearing an important hurdle in its pursuit of the rival telecoms equipment manufacturer.

“The proposed transaction was notified to the European Commission on June 19, 2015 and was cleared today without conditions following a Phase 1 review,” the Finland-based company said at the time.

The Commission confirmed in a separate statement that it had approved the deal. It said it had concluded that the transaction would not raise competition concerns, “in particular because the parties are not close competitors and since a number of strong global competitors will remain active after the transaction”, such as Ericsson, Huawei, ZTE and Samsung.

The proposed transaction is subject to the minimum tender condition, approval by Nokia’s shareholders, receipt of regulatory approvals and other customary conditions.

As things stand, the transaction is expected to close in the first half of 2016.


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