Alcatel and Lucent Commence Joint Consent Solicitation for Convertible Senior Debentures
* Lucent’s 2.75% Series A Convertible Senior Debentures due 2023
* Lucent’s 2.75% Series B Convertible Senior Debentures due 2025
Tuesday November 14, 2006 - Paris and Murray Hill, N.J., - Alcatel (Paris: CGEP.PA and NYSE: ALA) and Lucent Techno logies (NYSE: LU) today commenced a joint solicitation of consent from holders of record as of November 10, 2006, of Lucent´s 2.75% Series A Convertible Senior Debentures due 2023 and 2 .75% Series B Convertible Senior Debentures due 2025 (collectively, “the Debentures”) to amend the Indenture for the Debentures, in return for a full and unconditional guaranty from Alcatel, which is unsecured and subordinated to its senior debt. The amendment al lows Alcatel to provide such information, documents and other reports that are required to be f iled by Alcatel pursuant to sections 13 and 15(d) of the U.S. Securities Exchange Act of 1934, to holders of the Debentures, instead of having to produce separate statements for Lucent after the completion of the merger.
The consent solicitation will expire at 5:00 p.m. Eastern Time (EST) on November 29, 2006, (the “Expiration Date”) unless extended or terminated earlier. Alcatel´s obligation to provide its guaranty is contingent upon the receipt of consent for the proposed amendment from the holders of a majority in aggregate principal amount of each of the Debentures, as well as the completion of the proposed merger transaction between Alcatel and Lucent.
The terms and conditions of the consent solicitation are contained in the Offer to Guarantee and Joint Consent Solicitation Statement. Holders of the Debentures can obtain copies of this document and the related Letter of Consent from D.F. King & Co., the Information Agent, at +1 (888) 887-0082 (US toll-free) or, for banks and brokers, +1 (212) 269-5550.
Bear, Stearns & Co. Inc. is acting as the Solicitation Agent for the consent solicitation and can be contacted at +1 (877) 696-BEAR (toll-free).
This press release does not constitute a solicitation of consents with respect to the Debentures. The offer to guarantee and joint consent solicitation are made solely by means of an Offer to Guarantee and Joint Consent Solicitation Statement, dated November 14, 2006, and related materials.
Alcatel provides communications solutions to telecommunication carriers, Internet service providers and enterprises for delivery of voice, data and video applications to their customers or employees. Alcatel brings its leading position in fixed and mobile broadband networks, applications and services, to help its partners and customers build a user-centric broadband world. With sales of EURO 13.1 billion and 58,000 employees in 2005, Alcatel operates in more than 130 countries. For more information, visit Alcatel on the Internet: http://www.alcatel.com
Lucent Technologies designs and delivers the systems, services and software that drive next-generation communications networks. Backed by Bell Labs research and development, Lucent uses its strengths in mobility, optical, software, data and voice networking technologies, as well as services, to create new revenue-generating opportunities for its customers, while enabling them to quickly deploy and better manage their networks. Lucent´s customer base includes communications service providers, governments and enterprises worldwide. For more information on Lucent Technologies, which has headquarters in Murray Hill, N.J., USA, visit http://www.lucent.com.
Safe Harbor for Forward Looking Statements and Other Important Information
This news release contains statements regarding the proposed transaction between Lucent and Alcatel, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the proposed transaction and other statements about Lucent and Alcatel managements’ future expectations, beliefs, goals, plans or prospects that are based on current expectations, estimates, forecasts and projections about Lucent and Alcatel and the combined company, as well as Lucent’s, Alcatel’s and the combined company’s future performance and the industries in which Lucent and Alcatel operate and the combined company will operate, in addition to managements’ assumptions. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical facts. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. These risks and uncertainties are based upon a number of important factors including, among others: the ability to consummate the proposed transaction; difficulties and delays in obtaining regulatory approvals for the proposed transaction; difficulties and delays in achieving synergies and cost savings; potential difficulties in meeting conditions set forth in the definitive merger agreement entered into by Lucent and Alcatel; fluctuations in the telecommunications market; the pricing, cost and other risks inherent in long-term sales agreements; exposure to the credit risk of customers; reliance on a limited number of contract manufacturers to supply products we sell; the social, political and economic risks of our respective global operations; the costs and risks associated with pension and postretirement benefit obligations; the complexity of products sold; changes to existing regulations or technical standards; existing and future litigation; difficulties and costs in protecting intellectual property rights and exposure to infringement claims by others; and compliance with environmental, health and safety laws. For a more complete list and description of such risks and uncertainties, refer to Lucent’s annual report on Form 10-K for the year ended September 30, 2005 and quarterly reports on Form 10-Q for the periods ended December 31, 2005, March 31, 2006 and June 30, 2006, and proxy statement dated August 7, 2006 and Alcatel’s annual report on Form 20-F for the year ended December 31, 2005, as amended as well as other filings by Lucent and Alcatel with the U.S. Securities and Exchange Commission (the “SEC”). Except as required under the U.S. federal securities laws and the rules and regulations of the SEC, each of Lucent and Alcatel disclaims any intention or obligation to update any forward-looking statements after the distribution of this news release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.
For Lucent Investors
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+ 33 (0)1 40 76 49 24
For Alcatel Investors
+33 (0)1 40 76 52 20
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- Lucent Technologies
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