Nokia agreed to acquire shares to edge past a 95 per cent ownership threshold in Alcatel-Lucent, enabling it to squeeze out the remaining stake.

The two companies actually kicked off combined operations back in January of this year, after Nokia’s public offer was successful. It took control of 79.32 per cent of the share capital and at least 78.97 per cent of the voting rights in Alcatel-Lucent.

Nokia then reopened its public offer but fell short of the 95 per cent support needed to squeeze out the remaining stake by a February deadline.

The Finnish vendor announced today that it has agreed to acquire 24.4 million Alcatel-Lucent shares, 9.6 million Alcatel-Lucent bonds convertible into new or exchangeable for existing Alcatel-Lucent shares due on 30 January 2019 and 2.29 million Alcatel-Lucent bonds convertible into new or exchangeable for existing Alcatel-Lucent shares due on 30 January 2020.

Following these transactions, Nokia will own 95.33 per cent of the share capital and 95.26 per cent of the voting rights of Alcatel-Lucent, corresponding to 95.16 per cent of the Alcatel-Lucent shares on a fully diluted basis.

Nokia intends to file with the French financial market authority a public buy-out offer in cash of the remaining Alcatel-Lucent shares and bonds during the third quarter of 2016, which will be followed by a squeeze-out in cash. The Offer will be subject to the review and clearance of the AMF, the French authority.

The offer price will be determined by Nokia after the publication of Alcatel-Lucent’s second quarter 2016 financial results which is expected on 4 August 2016 and following the valuation work of the presenting bank appointed by Nokia in connection with the offer, Societe Generale, in accordance with applicable rules and regulations.

The valuation is expected to be based on an approach reflecting, among other things, Alcatel-Lucent’s latest business plan and the price paid by Nokia in cash acquisitions of €3.50 per Alcatel-Lucent share, €4.51 per 2019 convertible bond and €4.50 per 2020 convertible bond.

The offer price will also be subject to the assessment of the independent expert appointed by Alcatel-Lucent’s board of directors in accordance with Article 261-1 of French regulation. The independent expert is also expected to issue a fairness opinion regarding the proposed offer price.