Nokia shareholders supported the treaty to acquire ailing French telecom equipment manufacturer Alcatel-Lucent (ALU) in order to make Nokia a market leader in networks. Recent news revealed that this approval was agreed upon in an Extraordinary General Meeting aka EGM in relation to an authorization to issue shares and alterations to both the Articles of Association as well as the composition of Board of Directors.
As Nokia Company raised its outlook for the year in October, it opined that it would pay €4 billion to shareholders. This deal is a long-term value creation opportunity that is expected to come to an end in the first quarter of 2016 and it is only subject to the fulfillment of the minimum tender condition or the crossing of the obligatory minimum acceptance threshold, if this condition is eventually waived by Nokia.
Nokia and Alcatel-Lucent went into a deal in Mid-April 2015, where Nokia put an offer forward in respect of the equity securities rolled out by Alcatel-Lucent, in a deal which declares Alcatel-Lucent worth to be €15.6 billion on a fully diluted basis.
It was finally resolved at the EGM that Nokia Board of Directors should authorize the issue in total a maximum of 2100 million shares in one or more issues for the duration of the effective period of the authorization to implement the planned amalgamation of Nokia and Alcatel-Lucent.
It was revealed by Nokia that no vote was demanded at the EGM, but votes cast in advance and voting instructions got from shareholders, nominee registered shareholders revealed their strong support with 99.49 percent of the votes represented at the EGM in favor of the proposal, based on involvement at the EGM.
The authorization which includes the right of the Board of Directors to resolve all other terms and conditions of the issuance of shares, such as the right for issuance in deviation from the shareholders' pre-emptive rights in the limits set by law. The authorization is still valid until December 2, 2020 and does not end the authorization for issuance of shares and special rights giving right to shares approved to the Board of Directors by the Annual General Meeting which took place on May 5, 2015.
It was also resolved at the EGM that articles 2, 4, and 9 of the Articles of Association of Nokia like the object of the company and certain provisions associated with the Board of Directors and General Meeting venue should be amended.
On the other hand, the EGM agreed to boost the number of Board of Directors members to ten and to vote Olivier Piou, Jean Monty and Louis Hughes as new members of the Board of Directors of Nokia subject to the registration of the amendment of the Articles of Association and following the successful completion of the Exchange.