After months of wrangling investors, the Finnish Nokia and the French-American Alcatel-Lucent recorded their first day of officially joint operations on Jan. 14. This happy announcement marks a major milestone in positioning Nokia and Alcatel-Lucent to compete against larger rivals like Ericcsson and Huawei in the cutthroat market for communications equipment.
Bizarre as it might seem, though, this doesn't necessarily mark the end of the Alcatel-Lucent and Nokia merger narrative, as Nokia missed an important technical hurdle in completely concluding this $16.6 billion merger of equals.
A technical headache for Nokia
Though they began operating as a joint entity roughly one month ago, Nokia still doesn't own all the outstanding shares of Alcatel-Lucent, and the process of wrangling the remaining Alcatel shares might prove a greater headache than Nokia originally envisioned. In a Feb. 10 press release, Nokia announced that it had successfully acquired roughly 91% of outstanding Alcatel-Lucent share capital as part of its reopened offer period.
For context, Nokia acquired roughly 80% of all Alcatel-Lucent share capital (equity and debt) during its original tender period, which paved the road for their now-joint operations to commence. However, to pass additional key merger thresholds, like de-listing Alcatel shares, Nokia was required to initiate an additional tender offer to purchase as many remaining Alcatel-Lucent shares as possible.
Crucially, though, Nokia stated in its original tender-offer documents that it cannot force the remaining minority shareholders to sell their shares, technically known as a "squeeze out" technique, until it reaches 95% ownership of Alcatel's outstanding share capital. With Nokia's 91% ownership at the end of its follow-on offer period, it appears Nokia will likely need to engage in additional legal wrangling to ultimately conclude its merger efforts. This headache will almost assuredly be resolved, even as difficulties lie on the horizon for the now-combined Nokia and Alcatel-Lucent.
Cloudy skies ahead
Last week, Nokia released its first earnings since finalizing the Alcatel-Lucent merger, a report that contained a number of mixed signals about the business's prospects going forward.
In terms of positives, Nokia saw its full-year revenue increase 6% compared to 2014, and earnings per share rose 33%. Its current performance proved largely positive, and there's a legitimate case to be made that Nokia stands to benefit mightily from the cost efficiencies of the Alcatel-Lucent merger in the years to come. However, a number of key headwinds also emerged that investors will want to note.
Looking to the increasing risk factors, Nokia issued weaker-than-expected guidance, saying softness for telecom equipment in regions including China could dampen its performance in the near term. Of course, the slowing growth in China is by no means a new story, but this is the first time such macroeconomic slowdowns have manifested in Nokia's business.
There's also the crucial storyline that Nokia will now receive less patent-licensing revenue from Samsung, which will likely serve as an additional headwind for Nokia's results in the coming year. So while Nokia will clearly benefit from merging with Alcatel in the long term, interested investors would do well to take heed of the recent deterioration of the firm's near-term investment outlook, as well.