Nokia announced its plan to acquire Alcatel-Lucent on April 15, 2015, through an all-share public exchange offer. Nokia valued the proposed transaction at €15.6 billion on a fully diluted basis—the figure rendered as $16.6 billion in the headline. The deal was not a cash purchase, and announcement, initial control and full ownership came at different points in 2015 and 2016.
How the Nokia–Alcatel-Lucent offer worked
Nokia proposed to offer 0.55 newly issued Nokia share for each Alcatel-Lucent share. Nokia’s April 15, 2015 announcement valued the offer at €15.6 billion on a fully diluted basis. That was the company’s stated transaction value, not a cash price paid to shareholders. Nokia’s announcement gave the consideration as shares.
The dollar amount in the headline is a rendering of the reported deal value. The primary announcement stated the amount in euros, so €15.6 billion is the more precise figure when describing Nokia’s valuation at the time.
What the stated premiums mean
Nokia reported a 34% fully diluted premium, or €4.48 per Alcatel-Lucent share. It also reported a 28% premium, or €4.27 per share, against Alcatel-Lucent’s unaffected weighted average share price over the preceding three months. The company calculated these comparisons using Nokia’s unaffected closing share price of €7.77 on April 13, 2015. These are the announcement’s valuation comparisons, not current or later trading prices.
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If the offer had been fully accepted, Alcatel-Lucent shareholders were expected to own 33.5% of the combined company’s fully diluted share capital, with Nokia shareholders owning 66.5%, according to Nokia’s announcement.
Why Nokia said it wanted to combine the companies
Nokia framed the acquisition as a way to build an innovation leader in next-generation technology and services for an IP-connected world. The companies pointed to connectivity, the Internet of Things and the shift to cloud services as areas where a broader business could compete. They described the aim as “to combine to create an innovation leader in next generation technology and services for an IP connected world.”
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The announcement highlighted Alcatel-Lucent’s Bell Labs alongside Nokia’s FutureWorks and Nokia Technologies. Nokia said Nokia Technologies would remain a separate entity focused on licensing and incubating new technologies. These were the companies’ stated rationale and plans; they do not, by themselves, demonstrate that the expected strategic benefits were later achieved.
Approvals and the path from announcement to ownership
The April 2015 announcement described a proposed transaction, not a completed acquisition. Nokia said it was subject to its shareholders’ approval, works-council consultations, regulatory approvals and customary conditions. Nokia then expected the offer to launch and complete in the first half of 2016; that was its forecast at announcement.
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- Fast, efficient processing power and a three day long battery to take you through the weekend.
- 50MP dual camera with advanced AI imaging.
- 6.52" teardrop display with a 90Hz refresh rate for a smoother and more fluid screen scrolling and video playback experience.
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Regulatory records document particular review milestones. The European Commission’s Official Journal records notification of Nokia’s proposed acquisition of control by public bid on June 19, 2015. China’s Ministry of Commerce published a decision notice on October 19, 2015 concerning the acquisition review and conditional approval. Those records establish events in those jurisdictions, not a complete account of every national filing or approval.
| Date | Milestone |
|---|---|
| April 15, 2015 | Nokia and Alcatel-Lucent announced the memorandum of understanding and proposed all-share public exchange offer. Nokia announcement |
| June 19, 2015 | The European Commission’s Official Journal recorded notification of the proposed acquisition of control. Official Journal notice |
| October 19, 2015 | China’s Ministry of Commerce published a decision notice concerning the review and conditional approval. Ministry of Commerce notice |
| Early January 2016 | Nokia reported gaining control after the public exchange offer, with nearly 80% of Alcatel-Lucent securities held. Nokia’s 2016 annual report |
| January 14, 2016 | The companies said combined operations began. Combined operations announcement |
| November 2016 | Nokia reported reaching full ownership after pursuing the remaining securities through reopened offers and purchases. Nokia’s 2016 annual report |
When did Nokia complete the Alcatel-Lucent acquisition?
There are two relevant dates, depending on what “complete” means. Nokia reported that it gained control in early January 2016 after the initial exchange offer, when it held nearly 80% of Alcatel-Lucent securities. Combined operations began January 14, 2016. Nokia later reported reaching full ownership in November 2016. The initial offer, operational integration and acquisition of all remaining securities were distinct milestones, not one closing date.
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