Nokia
has agreed to buy the ailing French telecom company Alcatel-Lucent through a
public exchange of shares in France and the United States, in a bid to become a
leading global networks operator.
Though
Alcatel-Lucent has been racking up billions of euros of losses since its
creation in 2006, Nokia seems to believe it can cut costs and hopes the deal
will give it scale in the market of providing the networks that mobile phones
use.
The
Finnish company said Wednesday that the all-share transaction will be on the
basis of 0.55 of a new Nokia share for every share of Alcatel-Lucent. The share
offer values the French concern at 15.6 billion euros ($16.5 billion).
Nokia
stock was up 1.5 percent at 7.60 euros in early trading in Helsinki while
Alcatel-Lucent plunged more than 12 percent in Paris.
Mikko
Ervasti, analyst at Evli Bank in Helsinki, said the deal puts Nokia among the
global market leaders in networks.
"Nokia
is clearly focusing on its networks operations and this acquisition makes it a
big enough player to clearly challenge Ericsson, perhaps even in several
sectors," he said.
According
to the deal, Alcatel-Lucent shareholders would own 33.5 percent of the fully
diluted share capital of the combined company, with Nokia shareholders owning
66.5 percent, Nokia said.
The
acquisition has been approved by each company's board of directors and is
expected to close in 2016 subject to regulatory and other approvals, including
from shareholders.
The
combined company, known as Nokia Corp., will be based in Finland with "a
strong presence in France," Nokia said.
Nokia
CEO Rajeev Suri was upbeat on the takeover, saying he firmly believes it is
"the right deal, with the right logic, at the right time."
But
analysts warned that their operations crossed over in some areas and the merger
likely would cause layoffs and cuts.
Ervasti
described Alcatel-Lucent as a "sprawling" concern, and said Nokia
might have to shed some operations.
"I
think Nokia was interested in certain sectors of the company and had to bend
over and make an offer for the whole lot," he said.
Nokia
said it aims to make savings of 900 million euros in "operating cost
synergies" by 2019 and some 200 million euros reductions in interest
expenses, to be achieved on a full year basis in 2017.
Alcatel-Lucent
CEO Michel Combes admitted a "pang of sadness in the heart" at the
demise of the Alcatel brand, but defended the deal as focusing on
"development and growth."
"We
had difficult periods, but now we are one of the building bricks for what will
become a global technology giant," he said on France's Europe-1 radio.
"Nokia is becoming today the leader of telecommunications networks thanks
to Alcatel-Lucent."
Combes
also said that they are committed to keeping job levels the same in France and
that the project would include 500 more research and development jobs in
France.
Both
companies' chief executives had met with French President Francois Hollande
briefly on Tuesday afternoon, and the French government said it would support
the deal.
Nokia,
which began as a maker of paper and gum boots in 1865, transformed into a home
electronics firm before becoming an innovator in the wireless industry and the
world's top cellphone maker. But it met its match when Apple launched the iPhone
and also was unable to compete against Google Inc.'s Android operating system
and cheaper handsets from Asia.
It has
made a turnaround since the 5.4 billion-euro sale of the lossmaking handset
business to Microsoft a year ago, with three remaining sectors: networks, HERE
mapping services and technologies and patents.
Nokia
said Wednesday it is looking into the potential divestment of its HERE
business, but gave no details.
Alcatel-Lucent,
which has undergone repeated rounds of restructuring since the 2006 merger of
France's Alcatel and U.S.-based Lucent Technologies, is laying off more than
10,000 workers and last year made a net loss of 118 million euros.
In the meantime, Alcatel-Lucent Chief
Executive Michel Combes said Nokia's was initially interested in buying only
the French group's mobile business, but he rejected that as not assuring the
long-term viability of the group.
Instead Combes pushed Nokia to make a bid for
the entirety of Alcatel-Lucent and obtained an all-share takeover unveiled on
Wednesday.
"Nokia approached us about mobile and I
judged that this was not the best solution for the group and its future,"
he said.
"With the advent of 5G in the next decade,
telecom vendors need to be present in all parts of the mobile business: the
base station, backhaul and Internet routers," he explained.
Alcatel would have been too small, specialised,
and vulnerable if it had sold off the wireless business, which accounted for
almost a third of sales last year.
Combes also hinted that he would not serve as
the vice-chairman of Nokia after the Alcatel-Lucent sale was completed. That
seat has been set aside for a representative of the French group.
Alcatel-Lucent's undersea cable business, which
builds and installs such key infrastructure underpinning the global Internet,
will not be sold to Nokia, the CEO said.
Instead it will be spun off either as a private
company or floated in an initial public offering.
Similarly, Finnish network gear maker Nokia's
acquisition of rival Alcatel-Lucent is likely to lead to some layoffs at the
French telecom equipment maker's India unit, mostly employees in marketing and
sales and possibly some research & development staff, people familiar with
the matter said.
"There are major overlaps surrounding the
wireless infrastructure business line and minimal overlaps in other verticals,
which would lead to some lay-offs in the country," one person told ET.
A second person said the sales team is spread
across six-seven key accounts where there's an overlap with Nokia Networks in
India.
"Nokia is much more embedded in Airtel,
Vodafone and Idea Cellular," the second person said, adding that mid- to
senior-level employees may bear the brunt of any layoffs in India.
The first person said Nokia has a big R&D
set-up in India and it is likely that Alcatel-Lucent's India R&D would be
affected. "Chennai R&D centre which works on the fixed networks space
would get an impact but not because of the merger primarily, but due to the
market situation," he added.
Alcatel-Lucent has some 100 salespeople in India
and about 2,500 engineers and scientists working at R&D labs in three
cities - Gurgaon, Chennai and Bengaluru. The company declined to comment on the
impact of the merger or on its employee base.
Nokia also declined to comment beyond the
acquisition announcement.
Nokia announced its purchase of Alcatel-Lucent
on Wednesday in an all-stock deal at a valuation of $16.6 billion. The Finnish
company is trying to scale up to compete against leader Ericsson and strong
rival Huawei.
Nokia chief executive Rajeev Suri, who will head
the combined entity, said there the global headcount would be affected due to
rationalisation.
The second person said that where there are
overlaps, Nokia has much more stable products in the market and that would
probably take more relevance.
Alcatel-Lucent India has primarily been in the
CDMA business and is not so relevant for 2G and 3G technologies. Additionally,
its business has been shrinking because of fewer contracts in the Indian
market, a result of intense competition from Ericsson, Huawei and Nokia.
"Alcatel-Lucent has lost a lot of ground in
India. Over last one year, the business plunged around 50-60%," the second
person said.
Alcatel-Lucent lost big network contracts from
Bharti Airtel and Reliance Communication last year. Reliance Jio didn't give it
any new order after the contract for backbone deals which was signed in the
first quarter of 2014 and went with Juniper Networks for the IP segment instead
of Alcatel.
In April last year, Munish Seth, president &
managing director of Alcatel-Lucent India, resigned during a global
restructuring exercise, with Srini Sundarajan taking charge as the company's
head in the country.
The person added that employees working in areas
such as IP and optics would not face any issue as Nokia doesn't have any bigger
play in this space.
For IP and optics, Nokia used to take services
and solutions from partners such as Cisco. The acquisition will provide these
solutions in-house and strengthen its footprint in markets such as the US.
A headhunter familiar with the merger said
attrition has been fairly high at Alcatel-Lucent and people across levels have
been looking out. There had been restructuring at the senior levels after Seth
moved out and many senior-level people came in after Sundarajan joined as
managing director last year.
Furthermore, Nokia has said that it has
initiated a review of strategic options, including a potential divestment, for
its mapping business, HERE.
HERE is a provider of navigation, mapping and
location intelligence services. The company has also announced a proposed
combination with Alcatel-Lucent.
The Board of Directors of Nokia believes this is
the right moment to assess the position of HERE within the proposed new Nokia
business.
On the deal, Alcatel-Lucent Chief Executive
Michel Combes said he expected Nokia's purchase of Alcatel to force competitors
to reexamine their product portfolios.
"Global
operators have all made the shift to converge fixed and mobile, and now
equipment makers will have to follow suit," Combes said, adding that he
expected Sweden's Ericsson would likely have to reexamine its product line to
beef up its fixed broadband business.
Ericsson's
stronghold has traditionally been the mobile base station or towers that cover
large territories, and it has not been a big player in fixed broadband
technologies where Alcatel has been strong.
With
the advent of high speed mobile Internet and the rise of smartphones, the
distinction between mobile and fixed networks is disappearing.
Alcatel
and Nokia are betting that the French company's strength in fixed broadband and
Internet routing paired with Nokia's additional bulk in mobile will set the
combined group on a firmer footing than competitors.