Nokia 2015 Annual Report Download - page 186

184 NOKIA IN 2015
Notes to consolidated nancial statements continued
36. Subsequent events
Adjusting events after the reporting period
Decision on patent licensing arbitration
On February 1, 2016 the Group announced it had received the decision on patent licensing arbitration with Samsung. The award covers ve
years from January 1, 2014 until December 31, 2018. The outcome of the arbitration is reected in the 2015 nancial statements as far as it
relates to the years presented.
Non-adjusting events after the reporting period
Acquisition of Alcatel Lucent
On April 15, 2015, the Group and Alcatel Lucent announced their intention to combine through a public exchange oer (“exchange oer”) in
France and the United States. Alcatel Lucent is a global leader in IP networking, ultra-broadband access and Cloud applications. The combined
company will leverage the combined scale of operations, complementary technologies, portfolios and geographical presence; and unparalleled
innovation capabilities to lead in the next generation network technology and services and to create access to an expanded addressable market
with improved long-term growth opportunities.
Exchange oers
As part of the exchange oers, holders of Alcatel Lucent ordinary shares, Alcatel Lucent American Depositary Shares (“ALU ADS”) and OCEANE
convertible bonds (collectively “Alcatel Lucent Securities”) can exchange their Alcatel Lucent Securities for Nokia shares and Nokia American
Depositary Shares (“Nokia ADS”) on the basis of 0.55 Nokia share or Nokia ADS for every Alcatel Lucent share or ALU ADS.
The Group obtained control of Alcatel Lucent on January 4, 2016 when the interim results of the successful initial exchange oer were
announced by the French stock market authority, Autorité des Marchés Financiers (“AMF”). As part of the initial exchange oer, the Group
acquired 76.31% of the share capital and at least 76.01% of the voting rights of Alcatel Lucent, 89.14% of the OCEANEs 2018, 24.34% of
theOCEANEs 2019 and 15.11% of the OCEANEs 2020. On January 7, 2016, the Group issued a total of 1 455 678 563 new Nokia shares
asconsideration for the Alcatel Lucent Securities tendered in the initial public exchange oer.
On January 14, 2016, as required by the AMF general regulation, the Group reopened its exchange oer in France and the United States, based
on the same terms and conditions as the initial exchange oer, for the outstanding Alcatel Lucent Securities not tendered during the initial
exchange oer period. Following the initial and reopened exchange oer, the Group holds 90.34% of the share capital and at least 90.25% of
the voting rights of Alcatel Lucent. The Group holds 99.62% of the OCEANEs 2018, 37.18% of the OCEANEs 2019 and 68.17% of the OCEANEs
2020. On February 12, 2016 the Group issued a total of 320 701 193 new Nokia shares as consideration for the Alcatel Lucent Securities
tendered in the reopened exchange oer.
Following the initial and reopened exchange oers, the total number of Parent Company shares outstanding is 5 769 443 837 shares. Assuming
the conversion of all remaining outstanding Alcatel Lucent Securities into Nokia shares and Nokia ADSs at the exchange ratio oered in the initial
and reopened exchange oers, the total number of Nokia shares outstanding would equal approximately 6 billion shares.
Alcatel Lucent announced on February 11, 2016 that its Board of Directors has resolved to voluntarily delist ALU ADS from the New York Stock
Exchange. On March 17, 2016 the Group announced that will issue a maximum of 72 842 811 new shares in deviation from shareholders’
pre-emptive rights based on a resolution by the Board of Directors pursuant to the authorization granted by the Extraordinary General Meeting
held on December 2, 2015 to be paid by contribution in kind with the Alcatel Lucent shares purchased from the JPMorgan Chase Bank, N.A.,
asdepositary in the ALU ADS program.
The Group is assessing alternatives to obtain at least 95% of the share capital and voting rights of Alcatel Lucent. With 95% of the share capital and
voting rights, the Group can, in accordance with applicable law and following a buy-out oer, squeeze-out the remaining Alcatel Lucent Equity
Securities, enabling the Group to obtain 100% of the share capital and voting rights of Alcatel Lucent.
In accordance with the terms of the OCEANEs and subject to applicable law, the Group reserves the right to cause Alcatel Lucent to redeem
forcash at par value plus, as applicable, accrued interest, any series of the OCEANEs if less than 15% of the issued OCEANEs of any series
remain outstanding at any time.
The Group has determined that the initial and the reopened exchange oers are linked transactions that are to be considered together as
asingle arrangement given that the reopened exchange oer is required by AMF general regulation and is based on the same terms and
conditions as the initial exchange oer.
Alcatel Lucent Equity Securities that may be acquired by the Group in the future (including through the squeeze-out) will be accounted for as equity
transactions with the remaining non-controlling interests in Alcatel Lucent. As such, any new Nokia shares or cash consideration paid to obtain
the additional Alcatel Lucent Equity Securities will be recorded directly within equity against the carrying amount of non-controlling interests.