Nokia To Make All-share Offer For Alcatel-Lucent - Quick Facts

(RTTNews) - Nokia (NOK) and Alcatel-Lucent (ALU) announced the two companies have entered into a memorandum of understanding under which Nokia will make an offer for all of the equity securities issued by Alcatel-Lucent, through a public exchange offer in France and in the United States, on the basis of 0.55 of a new Nokia share for every Alcatel-Lucent share. The all-share transaction values Alcatel-Lucent at 15.6 billion euros on a fully diluted basis.

Nokia expects the transaction to be accretive to its earnings on a non-IFRS basis (excluding restructuring charges and amortisation of intangibles) in 2017.

Alcatel-Lucent shareholders would own 33.5% of the fully diluted share capital of the combined company, and Nokia shareholders would own 66.5%, assuming full acceptance of the public exchange offer. The combined company will be called Nokia Corporation, with headquarters in Finland and a strong presence in France. Risto Siilasmaa is planned to serve as Chairman, and Rajeev Suri as CEO.

Nokia announced it will suspend the company's capital structure optimization program, including suspending the share repurchase program execution, effective immediately until the closing of the transaction. Following the closing of the transaction, Nokia intends to evaluate the resumption of a capital structure optimization program for the combined company.

Separately, Nokia also announced that the company has initiated a review of strategic options, including a potential divestment, for its HERE business.