Alcatel-Lucent : Repurchase of 11.97% of the 2011 OCEANEs
Posted on: Wednesday, 2 September 2009, 15:12 CDT
PARIS, September 2 /PRNewswire-FirstCall/ -- Concurrently with the
offering of bonds convertible into and/or exchangeable for new or existing
shares of Alcatel-Lucent (the "Bonds") on September 2, 2009, Alcatel-Lucent
(Euronext Paris and NYSE: ALU) announced its intention to repurchase 2011
OCEANEs, up to a maximum amount of EUR204.5 millions, being 20 % of 2011
OCEANEs initially issued and currently outstanding, depending on indications
of interest in selling received as part of a reverse bookbuilding process
exclusively for persons or entities outside the United States of America. The
bookbuilding for the Bonds and the reverse bookbuilding for the repurchase of
the 2011 OCEANEs are independent from one another. Allotments of Bonds are
not subject to the indications of interest from holders of the 2011 OCEANEs
in selling such OCEANEs.
At the end of this process, Alcatel-Lucent will repurchase, in off-market
transactions, exclusively from persons or entities outside the United States
of America, 7,565,882 2011 OCEANEs for a total amount of EUR126,350,229.40,
being 11.97% of 2011 OCEANEs initially issued and currently outstanding, at
the price determined at the end of this process, i.e., EUR16.70 per 2011
OCEANE including accrued interest. This repurchase will occur after the close
of Euronext Paris, on September 11, 2009 (being the trading day following the
settlement and delivery date of the Bonds which will occur on September 10,
2009 according to the indicative timetable) and subject to the condition
precedent of such settlement and delivery.
In the event that the Bonds are not issued, Alcatel-Lucent would not
repurchase the 2011 OCEANEs. The Bonds would not be issued in the event of
the termination of or default relating to the underwriting agreement entered
into in connection with the offering of the Bonds.
The repurchased 2011 OCEANEs will be cancelled as provided in their issue
contract and pursuant to law.
This press release does not constitute an offering, and the offering of
the Bonds is not a public offering in any jurisdiction except in France,
subject to the following:
In France:
- the Bonds were initially offered only in a private placement
in accordance with article L. 411-2-II of the French Monetary and
Financial Code;
- Following such placement and the fixing of the final terms
of the offering, a visa will be requested from the French Autorite des
marches financiers (the "AMF") on the offering circular (prospectus).
Upon receipt of such visa, the Bonds will be offered to the public in
France during the following three trading days.
Disclaimer
This press release must not be published, released or distributed,
directly or indirectly, in Canada, Japan or Australia.
This press release and the information contained herein do not constitute
an offer to sell or subscribe, nor the solicitation of an order to purchase
or subscribe, securities in the United States or in any other country. In
particular, securities may not be offered or sold in France absent a
prospectus approved by the AMF. The release, publication or distribution of
this press release in certain jurisdictions may be restricted by laws or
regulations. Therefore, persons in such jurisdictions into which this press
release is released, published or distributed must inform themselves about
and comply with such laws or regulations.
The offer and sale of the Bonds in France were first carried out in a
private placement in accordance with article L.411-2-II of the French
Monetary and Financial Code. The offer will be made to the public in France
only after the granting of the "visa" by the AMF on the prospectus.
With respect to the member States of the European Economic Area, other
than France, which have implemented the Directive EC/2003/71 called the
"Prospectus Directive" (each, a "relevant member State"), no action has been
undertaken or will be undertaken to make an offer to the public of the Bonds
requiring a publication of a prospectus in any relevant member State. As a
result, the Bonds may only be offered in relevant member States:
(I) to legal entities which are authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, whose corporate
purpose is solely to place securities;
(II) to any legal entity which has two or more of the following criteria:
(1) an average of at least 250 employees during the last financial year; (2)
a total balance sheet of more than EUR 43 million; and (3) an annual net
turnover of more than EUR 50 million, as per its last annual or consolidated
accounts;
(III) in any other circumstances, not requiring the issuer to publish a
prospectus as provided under article 3(2) of the prospectus directive.
The securities referred to in this press release have not been and will
not be registered under the U.S. Securities Act of 1933, as amended ("US
Securities Act"), and may not be offered or sold in the United States absent
registration or an exemption from registration under the US Securities Act.
Alcatel-Lucent does not intend to register any portion of the planned
offering in the United States or to conduct a public offering of securities
in the United States.
This press release is not an invitation nor an inducement to engage in
investment activity for the purpose of Section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"). This press release is directed
only at (i) persons outside the United Kingdom; or (ii) persons in the United
Kingdom that are "qualified investors" within the meaning of Section 86(7) of
FSMA that are also (a) persons authorised under FSMA or otherwise having
professional experience in matters relating to investments and qualifying as
investment professionals under article 19 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order"); or (b) high net worth companies, unincorporated
associations and other persons to whom article 49(2) (a) to (d) of the
Financial Promotion Order applies; or (c) any other persons to whom this
press release for the purposes of Section 21 of FSMA can otherwise lawfully
be made available (all such persons together being referred to as "Relevant
Persons"). Any person in the United Kingdom that is not a Relevant Person
should not act or rely on this press release. The securities referred to in
this press release or any investment or controlled activity to which such
securities relate are only available to, and will be engaged in only with,
Relevant Persons.
About Alcatel-Lucent
Alcatel-Lucent (Euronext Paris and NYSE: ALU) is the trusted partner of
service providers, enterprises and governments worldwide, providing solutions
to deliver voice, data and video communication services to end-users. A
leader in fixed, mobile and converged broadband networking, IP technologies,
applications and services, Alcatel-Lucent leverages the unrivalled technical
and scientific expertise of Bell Labs, one of the largest innovation
powerhouses in the communications industry. With operations in more than 130
countries and the most experienced global services organization in the
industry, Alcatel-Lucent is a local partner with a global reach.
Alcatel-Lucent achieved revenues of Euro 16.98 billion in 2008 and is
incorporated in France, with executive offices located in Paris. For more
information, visit Alcatel-Lucent on the Internet:
http://www.alcatel-lucent.com
SOURCE Alcatel-Lucent
Source: PR Newswire
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