Filing Details

Accession Number:
0001193125-16-756624
Form Type:
13D Filing
Publication Date:
2016-11-02 12:40:02
Filed By:
Nokia Corp
Company:
Alcatel Lucent (NYSE:ALU)
Filing Date:
2016-11-02
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Nokia Corporation 3 0 3 0 100%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§240.13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13-D

(Amendment No. 10)*

 

 

Alcatel Lucent

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

ISIN No. FR0000130007

(CUSIP Number of Class of Securities)

 

 

Copies to:

 

Riikka Tieaho

Vice President, Corporate Legal

Nokia Corporation

Karaportti 3

FI-02610 Espoo

Finland

Tel. No.: +358 (0) 10-448-8000

 

Scott V. Simpson

Michal Berkner

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

London E14 5DS

United Kingdom

Tel. No.: +44 20-7519-7000

November 2, 2016

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 7)

 

 

 


Schedule 13D

 

CUSIP No. 013904305   Page 2 of 7

 

  1   

Names of reporting persons: Nokia Corporation

 

    I.R.S. Identification Nos. of Above Persons: Not Applicable

  2  

Check the appropriate box if a member of a group:

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds:

 

    OO

  5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e):    ¨

 

  6  

Citizenship or place of organization:

 

    Republic of Finland

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power:

 

    3 656 255 645 (1)

     8   

Shared voting power:

 

    0

     9   

Sole dispositive power:

 

    3 656 255 645 (1)

   10   

Shared dispositive power:

 

    0

11  

Aggregate amount beneficially owned by reporting person:

 

    3 656 255 645 (1)

12  

Check if the aggregate amount in Row (11) excludes certain shares:    ¨

 

13  

Percent of class represented by amount in Row (11):

 

    100% of the total outstanding shares and voting rights (2)

14  

Type of reporting person:

 

    CO

 

(1) Representing (i) 3 539 681 345 Alcatel Lucent Shares, (ii) 89 348 315 Alcatel Lucent Shares issuable upon conversion of the 89 348 315 of the 2019 OCEANEs held by Nokia at the current conversion ratio of one 2019 OCEANE to one Alcatel Lucent Share and (iii) 27 225 985 Alcatel Lucent Shares issuable upon conversion of the 27 225 985 of the 2020 OCEANEs held by Nokia at the current conversion ratio of one 2020 OCEANE to one Alcatel Lucent Share.
(2) Based on the maximum number of 3 656 255 645 Alcatel Lucent Shares and voting rights (including Alcatel Lucent Shares and voting rights issuable upon conversion of OCEANEs held by Nokia) outstanding as of October 31, 2016.

Page 3 of 7

 

This Amendment No. 10 is being filed by Nokia with respect to Alcatel Lucent Securities, and it hereby amends the statement of beneficial ownership on Schedule 13D originally filed on January 26, 2016, as amended on February 10, 2016, March 17, 2016, May 10, 2016, May 17, 2016, June 17, 2016, September 6, 2016, September 22, 2016, October 5, 2016 and October 26, 2016 (collectively with this Amendment No. 10, the Schedule 13D). Capitalized terms used herein and not defined have the meanings given to them in the Schedule 13D.

 

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following:

On November 2, 2016, Nokia announced that it had acquired 56 675 006 Alcatel Lucent Shares, 6 739 391 of the 2019 OCEANEs, and 4 907 451 of the 2020 OCEANEs in the Public Buy-Out Offer.

In accordance with the notice published by the AMF on October 25, 2016, the Squeeze-Out occurred on November 2, 2016. In the Squeeze-Out, the Alcatel Lucent Shares and OCEANEs not tendered into the Public Buy-Out Offer were transferred to Nokia for the same consideration as the consideration of the Public Buy-Out Offer, i.e., EUR 3.50 per Alcatel Lucent Share, EUR 4.51 per 2019 OCEANE and EUR 4.50 per 2020 OCEANE, net of all costs.

The Alcatel Lucent Shares and OCEANEs were delisted from the regulated market of Euronext Paris on November 2, 2016. Euroclear France is expected to close the ISIN codes of the Alcatel Lucent Shares, 2019 OCEANEs, and 2020 OCEANEs, and the related members accounts at the end of the trading session on November 3, 2016, and is expected to send the position certifications (attestations de solde) to such members (financial intermediaries / custodians which hold Alcatel Lucent Securities in their books) from November 4, 2016.

In accordance with the AMF General Regulation, Société Générale Securities Services is in charge of the centralization of the Squeeze-Out. The funds relating to the indemnification of the Alcatel Lucent shareholders and holders of OCEANEs which would not have been paid following the Squeeze-Out will be kept by Société Générale Securities Services for a 10-year period following the Squeeze-Out. After this period, the funds not delivered will be transferred to the Caisse des Dépôts et Consignations for a 20-year additional period after which they will go to the benefit of the French State.

 

Item 5. Interest in Securities of the Issuer

Item 5(a) is hereby amended and restated in its entirety to read as follows:

There were 3 656 255 645 Alcatel Lucent Shares and voting rights (including Alcatel Lucent Shares and voting rights issuable upon conversion of OCEANEs held by Nokia) outstanding as of October 31, 2016.

Nokia beneficially owns (i) 3 539 681 345 Alcatel Lucent Shares, (ii) 89 348 315 Alcatel Lucent Shares issuable upon conversion of the 89 348 315 of the 2019 OCEANEs held by Nokia at the current conversion ratio of one 2019 OCEANE to one Alcatel Lucent Share and (iii) 27 225 985 Alcatel Lucent Shares issuable upon conversion of the 27 225 985 of the 2020 OCEANEs held by Nokia at the current conversion ratio of one 2020 OCEANE to one Alcatel Lucent Share.

Nokia beneficially owns 100% of the Alcatel Lucent Shares (including Alcatel Lucent Shares issuable upon conversion of OCEANEs held by Nokia) representing 100% of the total outstanding theoretical voting rights in Alcatel Lucent (including Alcatel Lucent theoretical voting rights issuable upon conversion of OCEANEs held by Nokia).

In addition to the Alcatel Lucent Securities owned by Nokia, to the best of Nokias knowledge, none of the persons named in Schedule 1 hereto is the beneficial owners of any Alcatel Lucent Securities.

Item 5(c) is hereby amended and supplemented by adding the following:

Except as set forth above with regards to Nokia and below with regards to certain individuals named in Schedule 1, neither Nokia, nor, to the best of its knowledge, any of the persons named in Schedule 1, has effected any transaction in Alcatel Lucent Securities during the past sixty (60) days.


Page 4 of 7

 

Transactions in Alcatel Lucent Securities by certain individuals named in Schedule 1 in the past sixty (60) days:

 

Name    Date    Number of
Alcatel Lucent
Shares
    

Price per

Alcatel Lucent
Share

     Type of Transaction

Jean C. Monty

   November 2, 2016      37 432       3.50       Shares acquired by Nokia through the Squeeze-Out

Olivier Piou

   November 2, 2016      36 622       3.50       Shares acquired by Nokia through the Squeeze-Out

Page 5 of 7

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

NOKIA CORPORATION
By:  

/s/ Riikka Tieaho

Name:   Riikka Tieaho
Title:   Vice President, Corporate Legal
By:  

/s/ Kristian Pullola

Name:   Kristian Pullola
Title:   Senior Vice President, Corporate Controller

Page 6 of 7

 

Schedule 1

DIRECTORS AND EXECUTIVE OFFICERS

OF

NOKIA CORPORATION

The following is a list of the executive officers and directors of Nokia Corporation (Nokia), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each such person. Unless otherwise indicated, the current business address of each person is Karaportti 3, FI-02610 Espoo, Finland. Capitalized terms used but not otherwise defined in this Schedule 1 have the meaning ascribed to them in the Amendment No. 10 to the Schedule 13D to which this Schedule 1 is attached.

Board of Directors of Nokia

 

Name

  

Present Position with Nokia or Other Principal Occupation or
Employment

  

Business Address (if other
than Nokia)

  

Country of
Citizenship

Risto Siilasmaa

  

Chairman of the Board, Nokia

      Finland

Olivier Piou

  

Vice Chairman of the Board, Nokia

      France

Bruce Brown

  

Director, Nokia

      United States

Louis R. Hughes

  

Director, Nokia

      United States

Jean C. Monty

  

Director, Nokia

      Canada

Elisabeth Nelson

  

Director, Nokia

      United States

Carla Smits-Nusteling

  

Director, Nokia

      Netherlands

Kari Stadigh

  

Director, Nokia

Group Chief Executive Officer and President, Sampo plc

  

Fabianinkatu 27,

00100 Helsinki,

Finland

   Finland

Executive Officers of Nokia

 

Name

  

Present Position with Nokia

  

Country of Citizenship

Rajeev Suri

  

President and Chief Executive Officer

   Singapore

Samih Elhage

  

President of Mobile Networks

   Canada

Federico Guillén

  

President of Fixed Networks

   Spain

Basil Alwan

  

President of IP/Optical Networks

   United States

Bhaskar Gorti

  

President of Applications & Analytics

   United States

Timo Ihamuotila

  

Chief Financial Officer

   Finland

Hans-Jürgen Bill

  

Chief Human Resources Officer

   Germany

Kathrin Buvac

  

Chief Strategy Officer

   Germany

Ashish Chowdhary

  

Chief Customer Operations Officer

   India

Barry French

  

Chief Marketing Officer

   United States

Marc Rouanne

  

Chief Innovation & Operating Officer

   France

Maria Varsellona

  

Chief Legal Officer

   Italy

Page 7 of 7

 

Exhibit Index

 

Exhibit
No.

  

Description

  1    Memorandum of Understanding, dated as of April 15, 2015, by and between Nokia Corporation and Alcatel Lucent S.A (incorporated herein by reference to Exhibit 2.1 Registration Statement on Form F-4 filed by Nokia (File No. 333-206365))
  2    Amendment to the Memorandum of Understanding, dated as of October 28, 2015, by and between Nokia Corporation and Alcatel Lucent S.A. (incorporated herein by reference to Exhibit 2.2 Registration Statement on Form F-4 filed by Nokia (File No. 333-206365))
  3    Exchange Offer/Prospectus, dated November 12, 2015 (incorporated herein by reference to the Registration Statement on Form F-4 filed by Nokia (File No: 333-206365))
  4    Form of Letter of Transmittal for Certificated Alcatel Lucent ADSs (incorporated herein by reference to Exhibit 99.1 to the Registration Statement on Form F-4 filed by Nokia (File No. 333-206365))
  5    Form of Letter of Transmittal for book-entry only Alcatel Lucent ADSs (incorporated herein by reference to Exhibit 99.2 to the Registration Statement on Form F-4 filed by Nokia (File No. 333-206365))
  6    Notice of Guaranteed Delivery (Alcatel Lucent ADSs) (incorporated herein by reference to Exhibit 99.3 to the Registration Statement on Form F-4 filed by Nokia (File No. 333-206365))
  7    Form of Letter of Transmittal for the Subsequent Offering Period (incorporated herein by reference to Exhibit (a)(1)(vi) of Amendment 13 to Schedule TO filed by Nokia on January 14, 2016)
  8    Notice of Guaranteed Delivery for the Subsequent Offering Period (incorporated herein by reference to Exhibit (a)(1)(vii) of Amendment 13 to Schedule TO filed by Nokia on January 14, 2016)
  9    Letter to Alcatel Lucent Security Holders (incorporated herein by reference to Exhibit (a)(1)(viii) of Amendment 13 to Schedule TO filed by Nokia on January 14, 2016)
10    Share Purchase Agreement, dated as of March 16, 2016, by and between JPMorgan Chase Bank N.A. and Nokia Corporation (1)
11    English translation of Nokia and Alcatel Lucents draft joint offer document (projet de note dinformation conjointe) as filed with the AMF on September 6, 2016 (2)
12    English translation of Nokia and Alcatel Lucents joint offer document, published on September 20, 2016 (incorporated herein by reference to Exhibit 99.1 of the Form CB furnished by Nokia on September 22, 2016)
13    English translation of Nokias other information document, dated September 21, 2016 (incorporated herein by reference to Exhibit 99.2 of the Form CB furnished by Nokia on September 22, 2016)
14    English translation of Alcatel Lucents other information document, published on September 21, 2016 (incorporated herein by reference to Exhibit 99.3 of the Form CB furnished by Nokia on September 22, 2016)

 

(1) Previously filed as an exhibit to Amendment 2 to the Schedule 13D.
(2) Previously filed as an exhibit to Amendment 6 to the Schedule 13D.