We advised Alcatel-Lucent in its EUR 13.5 billion combination with Nokia, the largest transaction ever involving a Finnish company.
We acted for Alcatel-Lucent throughout the process advising on all Finnish aspects of the transaction and were heavily involved in the planning of the transaction structure covering complex securities market, tax and corporate law issues in multiple jurisdictions. The Finnish law matters of the transaction included various aspects of Finnish securities markets laws in particular those relating to offering of new shares to Alcatel-Lucent’s shareholders via an exchange offer.
In the exchange offer Nokia Oyj [HEL:NOK1V], the listed Finland-based company engaged in network infrastructure, location-based technologies and advanced technologies, made a recommended offer to acquire Alcatel-Lucent [EPA:ALU], the listed France-based telecommunications equipment manufacturer. The merger proposal was structured as an all-share public exchange offer in France and in the US by Nokia for Alcatel. Nokia acquired all the issued shares, ADRs, to be issued shares and all OCEANE tranches (2018, 2019 and 2020) of convertible bonds. Nokia applied for a listing of Nokia’s shares on NYSE Euronext Paris under the public exchange offer.
The transaction is the largest ever involving a Finnish company and a landmark transaction on the Finnish market.