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On what stock exchange is Alcatel-Lucent traded and what is
the symbol?
Which indices include Alcatel-Lucent?
What is Alcatel-Lucent dividend policy going forward?
Who can I contact regarding Alcatel-Lucent shareowner
inquiries?
Can I access my ADR account with The Bank of New York via the
Internet?
When does Alcatel-Lucent's fiscal year begin and end?
When do you announce your financial results?
In what currency & financial language does Alcatel-Lucent
report?
Under what segments does Alcatel-Lucent report
revenue?
What is the history of the new company?
Where is Alcatel-Lucent's world headquarters?
Where and when will Alcatel-Lucent hold its annual shareholders
meeting?
How many people does Alcatel-Lucent employ worldwide?
In what technology sector does Alcatel-Lucent compete?
I was an Alcatel shareholder; do I need to modify my
accounts?
I was a Lucent shareholder, what do I need to do to convert my
ordinary shares into Alcatel-Lucent ADRs?
How many Alcatel-Lucent ADRs will I receive for my Lucent
shares?
Will the exchange constitute a taxable event for
shareholders?
What is an Alcatel-Lucent ADS/ADR?
Can I exchange my ADRs for Alcatel-Lucent ordinary
shares?
How does this merger impact my Lucent warrants?
How does this merger impact my Lucent convertible
debt?
Will Lucent shareholders be asked to turn in their certificates?
If so, when?
What is Direct Registration?
Is Alcatel-Lucent subject to the same SEC reporting requirements
that applied to
Lucent?
On what stock exchange is
Alcatel-Lucent traded and what is the symbol?
Euronext Paris – ALU
ISIN code: FR000013007
New York Stock Exchange – ALU
Cusip: 013904305
Which indices include
Alcatel-Lucent?
The Alcatel-Lucent share is included in the following stock market indexes: CAC
40 and Dow Jones Euro Stoxx 50
What is Alcatel-Lucent dividend policy
going forward?
Each year, based on the previous year’s financial results, the Board of
Directors may propose a dividend payment. The amount of the dividend is
then put to vote by Shareholders at the Annual General Meeting.
Who can I contact regarding
Alcatel-Lucent shareowner inquiries?
If you are a Bearer shareholder (managed by the financial entity of your
choice) of ordinary shares, you should contact your chosen financial advisor
for all operations and information regarding your account.
If you are a Registered shareholder of ordinary shares, you should contact
our broker, the Société Générale in Nantes, France at 0800 333 777 for all
operations and information regarding your account (please have your
identification number and access code ready).
If you are an ADS shareholder, you should contact The Bank of New York
at1-888-582-3686 (within the U.S.) or (212) 815-3700, company code 3460
(outside the U.S.) for all operations and information regarding your
account.
Can I access my ADS account with The
Bank of New York via the Internet?
You may access your account online at www.stockbny.com
When does Alcatel-Lucent's fiscal year
begin and end?
Our fiscal year is aligned with the calendar year and begins on January 1
and ends on December 31.
When do you announce your financial
results?
We announce our financial results in April for first quarter, July for second
quarter, October for third quarter, and February for fourth quarter and
year-end results.
In what currency & financial
language does Alcatel-Lucent report?
Alcatel-Lucent reports in Euros and IFRS
Under what segments does
Alcatel-Lucent report revenue?
Alcatel-Lucent reports revenues quarterly based upon the following
segments: Carriers (Wireline, Wireless, Convergence), Enterprise and
Services.
What is the history of the new
company?
Alcatel and Lucent have merged on November 30, 2006 to form the global leader
in the communications industry. Both companies corporate history stretches back
to the origins of the telephone industry in the late 19th century.
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Where is Alcatel-Lucent's world
headquarters?
Alcatel-Lucent
54 rue la Boétie
75008 Paris, France
Where and when will Alcatel-Lucent
hold its annual shareholders meeting?
The next Annual General Meeting will take place on June 1st, 2007 at Palais des
Congrès in Paris. Details of the program will be communicated in due time.
How many people does Alcatel-Lucent
employ worldwide?
As of November 30, 2006, Alcatel-Lucent employed approximately 79,000
people worldwide after the Thales transaction.
In what technology sector does
Alcatel-Lucent compete?
Alcatel-Lucent designs and delivers communications solutions to
telecommunications carriers, Internet service providers and enterprises for
delivery of voice, data and video applications to their customers or employees.
Alcatel-Lucent 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.
I was an Alcatel shareholder; do I
need to modify my accounts?
Your shares will remain listed on the Paris Euronext and the New York Stock
Exchange, with a new name as appropriate. You don’t need to contact your
bank.
I was a Lucent shareholder, what do
I need to do to convert my ordinary shares into Alcatel-Lucent
ADSs?
Lucent shareowners will receive written instructions from the exchange agent on
how to exchange their Lucent common stock for Alcatel-Lucent stock.
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How many Alcatel-Lucent ADSs will I
receive for my Lucent shares?
Lucent shareowners will be entitled to receive 0.1952 of an Alcatel-Lucent
American Depositary Share, or ADS, for each share of Lucent common stock that
they own. Each Alcatel-Lucent ADS represents one Alcatel-Lucent ordinary
share. However, no fraction of an Alcatel-Lucent ADS will be issued in
the merger. Instead, each holder of shares of Lucent common stock who
would otherwise be entitled in the merger to receive a fraction of an
Alcatel-Lucent ADS will be entitled to receive a cash payment in lieu of such
fraction. For example, a holder of 100 shares of Lucent common stock
would ordinarily be entitled to receive 19.52 Alcatel-Lucent ADSs (which is
equal to the product of 100 multiplied by the exchange ratio of 0.1952).
However, because no fraction of an Alcatel-Lucent ADS will be issued, such
holder instead will receive 19 Alcatel-Lucent ADSs and a cash payment in lieu
of the remaining 0.52 of an Alcatel-Lucent ADS.
Will the exchange constitute a
taxable event for shareholders?
The merger was intended to qualify as a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, for U.S. federal
income tax purposes. As a result, Alcatel-Lucent and Lucent believe that
you will not recognize gain or loss on the exchange of your Lucent common stock
for Alcatel-Lucent ADSs, although gain or loss may be recognized upon the
receipt of cash in lieu of a fractional ADS. Alcatel-Lucent and Lucent
cannot assure you that the Internal Revenue Service will agree with the
treatment of the merger as a tax-free reorganization. Tax matters are
complicated, and the tax consequences of the merger to each Lucent shareowner
will depend on the facts of each shareowner's situation. Lucent
shareowners are urged to read the discussion set forth in the proxy statement
related to the merger under the heading "The Merger - Material U.S. Federal
Income Tax Consequences" and to consult their own tax advisors for a full
understanding of the tax consequences of their participation in the
merger. A copy of the proxy statement was mailed to shareowners prior to
the September 7 Lucent shareholder meeting and is also available on the
Internet.
What is an Alcatel-Lucent
ADS/ADR?
An American Depositary Share, or ADS, is a security that allows shareholders in
the United States to more easily hold and trade interests in foreign-based
companies. ADSs are often evidenced by certificates known as American
Depositary Receipts, or ADRs. Alcatel-Lucent is a French company that issues
ordinary shares that are equivalent in many respects to common stock of a
U.S. company. Each Alcatel-Lucent ADS represents one Alcatel-Lucent
ordinary share. Alcatel-Lucent ordinary shares are quoted in euros on the
Euronext Paris SA, which is the French national stock exchange. Alcatel-Lucent
ADSs are similar to the underlying Alcatel-Lucent ordinary shares and carry
substantially the same rights; however, they are not identical. See
""Description of ADSs'' in Alcatel's annual report on Form 20-F for the
fiscal year ended December 31, 2005, as amended on August 4, 2006, which is
referred to as Alcatel's 2005 Form 20-F and is incorporated by reference into
this proxy statement/prospectus.
Can I exchange my ADSs for
Alcatel-Lucent ordinary shares?
For the conversion of Alcatel-Lucent American Depositary Shares (ADSs) into
ordinary shares, your ADSs must be delivered to The Bank of New York (the
“Depositary”). Upon receipt of the ADSs, proper documentation and payment
of conversion fees, the Depositary will instruct its French Custodian to
release the corresponding ordinary shares as instructed. You should
contact The Bank of New York’s ADR Conversion Desk telephone numbers are
(212) 815-2783/2228/2231 or 2721 for further details.
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How does this merger impact my
Lucent warrants?
On December 10, 2004, Lucent Technologies Inc. issued 200 million warrants,
each warrant entitling its holder to purchase one share of the Lucent's common
stock at a price of $2.75 until December 10, 2007 (after which date the
warrants may not be exercised).
Warrant holders who exercised their warrants for Lucent shares prior to
consummation of the Merger received 0.1952 of an ADS (American Depositary
Shares) for each common share of Lucent that they held as a result of the
exercising of the warrants and a cash payment in lieu of any fractional ADS.
Each ADS represents one ordinary share of the combined company. The combined
company's ordinary shares will be traded on the Euronext Paris and the ADS will
be traded on the New York Stock Exchange.
Holders of Lucent warrants that have not been exercised prior to the
consummation of the Merger can still exercise their warrants until December 10,
2007. After the Merger and prior to December 10, 2007, upon payment of the
$2.75 exercise price, warrant holders who exercise their warrants would receive
the same consideration they would have received had they exercised their
warrants immediately prior to the Merger (see example below). This
consideration consists of 0.1952 of an ADS for each exercised warrant and a
cash payment in lieu of any fractional ADS that would result from multiplying
0.1952 by the number of exercised warrants. The merger agreement provides that
no fractional ADSs shall be issued in the Merger, but that the exchange agent
will provide a cash payment in lieu of such fractional ADSs.
Example: the holder of 100 warrants after the consummation of the Merger
(and prior to December 10, 2007) would be entitled to receive 100 x 0.1952 or
19.52 ADSs upon payment of the exercise price of $275 (100 x $2.75 exercise
price). Because no fractional ADS will be issued, the warrant holder would
receive 19 ADSs and a cash payment in lieu of the remaining 0.52 of an ADS. Had
this same holder exercised these warrants prior to the consummation of the
merger, the warrant holder would have received 100 shares of Lucent common
stock which would then have been converted into the right to receive 19 ADSs of
the combined company and a cash payment in lieu of the remaining 0.52 of an
ADS.
How does this merger impact my
Lucent convertible debt?
After the merger, Lucent convertible debt will be convertible into
Alcatel-Lucent ADSs pursuant to their existing terms. The number of
Alcatel-Lucent ADSs receivable upon conversion shall be adjusted to reflect the
exchange ratio.
Will Lucent shareholders be asked to
turn in their certificates? If so, when?
Shareholders who hold shares in certificated form will be required to submit
their certificated shares in order to receive shares of the new company.
What is Direct
Registration?
Direct Registration System, or DRS, is a non-certificate, book-entry,
statement-based method of holding shares registered directly with the issuing
company. A securities industry initiative supported by the Securities and
Exchange Commission, DRS is intended to improve the efficiency of
clearing/settlement of securities transactions in the capital markets. Benefits
of holding shares in DRS form include:
- DRS shares carry all the rights and privileges of certificated shares;
- costs associated with the holding of physical certificates such as
storage/safekeeping and/or certificate replacement are eliminated;
- DRS enables electronic transactions, such as share transfer or delivery
to/from a brokerage account, without the need to deliver a physical
certificate; and
- costs to the issuing company for printing and delivery of stock
certificates are eliminated.
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Is Alcatel-Lucent subject to the
same SEC reporting requirements that applied to Lucent?
Alcatel-Lucent is subject to the reporting requirements under the Exchange Act
applicable to foreign private issuers. Alcatel-Lucent is required to file its
annual report on Form 20-F with the SEC within six months after the end of each
fiscal year. In addition, Alcatel-Lucent must furnish reports on Form 6-K to
the SEC regarding certain information required to be publicly disclosed by
Alcatel-Lucent in France or is filed with Euronext Paris SA, or regarding
information distributed or required to be distributed by Alcatel-Lucent to its
shareholders.
Alcatel-Lucent is exempt from certain rules under the Exchange Act,
including the proxy rules which impose certain disclosure and procedural
requirements for proxy solicitations under Section 14 of the Exchange Act.
Moreover, Alcatel-Lucent is not required to file periodic reports and financial
statements with the SEC as frequently or as promptly as U.S. companies whose
securities are registered under the Exchange Act; is not required to file
financial statements prepared in accordance with U.S. GAAP (although it is
required to reconcile its financial statements to U.S. GAAP); and is not
required to comply with Regulation FD, which addresses certain restrictions on
the selective disclosure of material information. In addition, among other
matters, Alcatel-Lucent's officers, directors and principal shareholders are
exempt from the reporting and “short-swing'' profit recovery provisions of
Section 16 of the Exchange Act and the rules under the Exchange Act with
respect to their purchases and sales of Alcatel-Lucent ordinary shares. If
Alcatel-Lucent or the combined company loses its status as a foreign private
issuer, it will no longer be exempt from such rules and, among other things,
will be required to file periodic reports and financial statements as if it
were a company incorporated in the United States.
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