Nokia Corp., says it
expects to cross the 95% ownership threshold in Alcatel-Lucent after
agreeing to acquire a chunk of shares and bonds through private deals
worth a total of 139 million euros ($156.8 million).
Nokia and Alcatel-Lucent have been operating as a combined company
since January this year, following its EUR15.6 billion bid to buy the
French rival in April 2015, and the company has said previously that
should it cross the 95% threshold it would squeeze-out the remaining
stock and bond holders.
The Finnish specialist in wireless technologies has now agreed to
acquire 24.4 million Alcatel-Lucent shares, 9,614,661 Alcatel-Lucent
convertible bonds due 2019 and 2,290,001 Alcatel-Lucent convertible
bonds due 2020.
It will pay EUR85,372,945 in cash for the Alcatel-Lucent shares,
corresponding to EUR3.50 a share, and EUR53,667,125.61 for the bonds.
All of these transactions are expected to have settled within this
month of June 2016, it said.
Following the deals, Nokia will own 95.33% of the share capital
and 95.26% of the voting rights of Alcatel-Lucent, corresponding to
95.16% of the Alcatel-Lucent shares on a fully diluted basis, it
said.
Nokia intends to file with the French financial market authority
(the "AMF") a public buy-out offer in cash of the remaining
Alcatel-Lucent shares and OCEANEs during the third quarter of 2016,
which will be followed by a squeeze-out in cash (the "Offer"),
in accordance with the General Regulation of the AMF. The Offer will
be subject to the review and clearance of the AMF.
The Offer price will be determined by Nokia after the publication
of Alcatel-Lucent's second quarter 2016 financial results which is
expected to occur on August 4, 2016 and following the valuation work
of the presenting bank appointed by Nokia in connection with the
Offer, Société Générale, in accordance with applicable rules and
regulations. The Offer price will also be subject to the assessment
of the independent expert appointed by Alcatel-Lucent's board of
directors in accordance with Article 261-1 of the AMF General
Regulation. The independent expert is also expected to issue a
fairness opinion regarding the proposed Offer price.
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