Finnish equipment vendor Nokia has taken control of Franco-American counterpart Alcatel-Lucent, less than a year after making an all-stock €15.6bn (US$16.8bn) offer.
Finnish equipment vendor Nokia (HEL:NOK1V) has taken control of Franco-American counterpart Alcatel-Lucent (EPA:ALU), less than a year after making an all-stock €15.6bn (US$16.8bn) offer.
Today, French financial regulator AMF stated that Nokia now holds 70.52% of Alcatel-Lucent’s share capital on a fully diluted basis, well in excess of the 50% minimum tender threshold.
Broken down, the dominant group holds 76.31% of the share capital and at least 76.01% of the voting rights of Alcatel Lucent, 89.14% of the 2018 OCEANE convertible bonds outstanding, 24.34% of the 2019 OCEANE convertible bonds outstanding, and 15.11% of the 2020 OCEANEs convertible bonds outstanding.
Rajeev Suri, president and CEO of Nokia, said: “We will move quickly to combine the two companies and execute our integration plans. As of 14 January 2016, Nokia and Alcatel-Lucent will offer a combined end-to-end portfolio of the scope and scale to meet the needs of our global customers.”
Philippe Camus, chairman and interim CEO of Alcatel-Lucent, stated: “With the board of directors of Alcatel-Lucent, we are pleased that the combination of Nokia and Alcatel-Lucent has reached a decisive step, since Nokia obtained a large majority of the share capital on a fully diluted basis.
“We reaffirm our unanimous support to this industrial project which, by creating a global powerhouse in next-generation communications technologies and services, creates value for our shareholders, as well as for all our stakeholders.
“On behalf of the board, I strongly encourage the investors in Alcatel-Lucent that have retained their securities to tender them into the re-opened offer in order to benefit from this creation of value and to fully participate in a major project for our industry.”
Alcatel-Lucent said that those who had not yet participated would have another ten working days to tender their shares, ADSs and OCEANEs as part of the reopened offer.
Nokia has previously indicated that it plans to de-list Alcatel-Lucent’s ADSs from the New York Stock Exchange, meaning they would not be tradable on any regulated securities exchange, and to commence the process of terminating the Alcatel-Lucent ADR program.
Once the transaction closes, Nokia is planning a €7bn (US$7.5bn) programme to optimise its capital structure and return excess capital to Nokia shareholders. Of this, some €4bn (US$4.3bn) will be distributed to Nokia shareholders.
If it reaches 95% ownership of Alcatel-Lucent’s share capital and voting rights, Nokia has indicated that it plans to squeeze out the remaining OCEANE convertible bonds.
JP Morgan and Skadden, Arps, Slate, Meagher & Flom & Roschier advised Nokia, while Zaoui & Co and Sullivan & Cromwell advised Alcatel-Lucent.
