Nokia moves closer to Alcatel-Lucent acquisition with key SEC filing

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

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

Nokia announced in April 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 U.S., whereby Alcatel-Lucent securities will be exchanged for Nokia shares or Nokia American depositary shares.

The exchange offer is therefore comprised of a U.S. 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 documentation to be filed with the French Financial Market Regulator (Autorité des marchés financiers).

The U.S. filing is the latest step towards completion of the deal. The first major hurdle was cleared in July, when the European Commission (EC) gave its approval.

At the time, the EC said it gave the green light after concluding 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.

In May it was reported that Ericsson CEO Hans Vestberg had scheduled a meeting with senior management to discuss potential large-scale mergers and acquisitions that would help the company to compete against a joint Nokia and Alcatel-Lucent.

However, by June Ericsson's management concluded that it could expand its business without pursuing a major deal, Rima Qureshi, Ericsson's chief strategy officer, said.

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

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

For more:
- see this Alcatel-Lucent statement
- see this Nokia statement

Related articles:
Nokia gets EU green light for Alcatel-Lucent acquisition
Ericsson decides against big M&A in wake of Nokia/Alcatel-Lucent deal, will focus on organic growth
Alcatel-Lucent bosses back Nokia plan after receiving nod from key French committee
Alcatel-Lucent shareholders put Nokia deal in doubt

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