Alcatel-Lucent notifies holders of ADR program termination

231

Alcatel-Lucent announces today that, pursuant to a prior notification from Alcatel-Lucent to JPMorgan Chase Bank, N.A. , the Depositary has provided notice of termination of the Alcatel-Lucent American depositary receipts (“ADR”) program to the holders of its ADRs.

Alcatel-Lucent expects that its ADR program will be terminated thirty (30) days from today, at 5:00 PM New York City time on February 24, 2016. After that date and in accordance with the terms and conditions of the Alcatel-Lucent Amended and Restated Deposit Agreement, the Depositary will perform no further acts with respect to the ADRs, except to receive and hold (or sell) distributions on Alcatel-Lucent ordinary shares (“Shares”) listed on Euronext Paris in France and deliver Deposited Securities being withdrawn. This means that, following February 24, 2016, ADR holders will only be able to submit their ADR for cancelation and receive Shares in France in return for cancelation; ADR holders will not be able to transfer their ADRs.

The option for ADR holders to surrender their ADRs in exchange for Shares in France will expire sixty (60) days from the termination date, on April 24, 2016. ADR holders are advised that, should they choose not to surrender their ADRs for cancelation, the Depositary may sell any remaining Shares it holds in connection with the ADR program as it sees fit, and may hold the net proceeds of any such sale together with any dividends received prior to such sale (or the U.S. dollars received on conversion thereof) in cash without liability for any interest, for the pro rata benefit of the holders of the ADRs that have not been surrendered for cancelation.

ADR holders who intend to surrender their ADRs for cancelation and receipt of Shares in France should provide instructions as to where to deliver the Shares, along with the appropriate cancelation fees (U.S. $5.00 per 100 ADRs), a $20.00 cable fee and any taxes or other governmental charges they might owe. ADR holders who surrender their ADRs for cancelation will receive one (1) Share in France for every one (1) ADR canceled. In order to effect the cancelation of their ADRs, holders should complete a cancelation form, which can be obtained at www.adr.com by accessing the Broker Forms section and searching for Alcatel-Lucent. Completed forms should be sent with associated fees to the following address:

J.P. Morgan Chase Bank, N.A.
c/o Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120

Holders of Alcatel-Lucent ADRs are reminded that Nokia’s public exchange offer in France and in the United States (the “Offer”) for Alcatel-Lucent securities, including the Alcatel-Lucent American depositary shares (“ADS”) evidenced by the ADRs, was reopened on January 14, 2016 and will close on February 3, 2016, providing an opportunity for holders of Alcatel-Lucent ordinary shares, ADSs and OCEANE convertible bonds who did not tender into the initial Offer, or missed the tender deadline, to participate in the reopened Offer and exchange their securities for shares or ADSs in Nokia.

Following closing of the transaction, and as previously announced, Nokia has stated that it plans a EUR 7 billion program to optimize its capital structure and return excess capital to Nokia shareholders. This program is planned to include approximately EUR 4 billion in distributions to Nokia shareholders. Nokia has indicated that it has no plans to provide capital returns to remaining holders of Alcatel-Lucent securities.

Nokia has expressed its intention to squeeze out the remaining Shares if it reaches 95% ownership of the share capital and voting rights of Alcatel-Lucent. In addition, Nokia has expressed its intention to squeeze-out the remaining OCEANE convertible bonds if it reaches 95% ownership of Alcatel-Lucent’s fully diluted shares. Such squeeze-out must be implemented within 3 months of the closing of the reopened Offer and will be subject to a clearance decision of the AMF.

In addition, Nokia has specified that it reserves the right, subject to applicable law, to cause Alcatel-Lucent to redeem at par value, plus, as applicable, accrued interest from the date the interest was last paid, to the date set for the early redemption all of the outstanding OCEANEs 2018, OCEANEs 2019 or OCEANEs 2020, if less than 15% of the issued OCEANEs of any such series remain outstanding.