Alcatel and Lucent shareholders approved merger-related proposals on September 7, 2006. Lucent’s SEC-reported tally was 2,329,800,391 shares in favor, 116,409,626 against and 39,717,450 abstaining. The transaction did not close until November 30, 2006.
What were the shareholder vote results?
Lucent reported the detailed tally for its special meeting in an SEC filing:
| Lucent vote | Shares |
|---|---|
| For | 2,329,800,391 |
| Against | 116,409,626 |
| Abstained | 39,717,450 |
The votes in favor amounted to 51.98% of Lucent shares outstanding on the record date. They represented 93.72% of votes cast or abstained. The 51.98% figure uses all outstanding shares as its denominator, not just the shares participating in the vote. Lucent’s proxy required approval by a majority of shares outstanding, so the affirmative vote cleared that threshold. Lucent’s SEC filing records the tally and percentage.
Did Alcatel shareholders approve the merger too?
Yes. Alcatel shareholders also approved the necessary merger-related resolutions on September 7, 2006. The available contemporaneous reporting confirms approval, but does not provide a verified resolution-by-resolution tally or a specific Alcatel approval percentage. The proxy described a two-thirds threshold for certain Alcatel resolutions; Lucent’s majority-of-outstanding-shares requirement was separate. The joint proxy statement/prospectus describes the transaction and voting requirements.
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What were Lucent shareholders set to receive?
Under the proxy terms, each Lucent share was to be exchanged for 0.1952 Alcatel ADS. Each ADS represented one Alcatel ordinary share, and cash could be paid instead of fractional ADSs. The proxy estimated that former Lucent holders would own about 39% of the combined company after completion; that was an estimate, not the Lucent vote result or a guaranteed ownership figure.
When did the merger close?
Shareholder approval was one step in the process, not the closing itself. The deal remained subject to regulatory and other closing conditions. Alcatel and Lucent announced completion on November 30, 2006, and said combined operations under the name Alcatel Lucent would begin December 1. The joint completion announcement filed with the SEC gives those dates.
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How the vote fit into the transaction
Alcatel and Lucent announced their definitive merger agreement on April 2, 2006. The agreement provided for an Alcatel subsidiary to merge into Lucent, with Lucent surviving as a wholly owned Alcatel subsidiary. The combined company was to be named Alcatel Lucent. Shareholders voted on September 7; completion followed on November 30, after the remaining conditions were addressed. The proxy statement/prospectus sets out the structure and exchange terms.
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