UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X| Filed by a Party other than the Registrant|_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to ss.240.14a-12
LUCENT TECHNOLOGIES INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
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2) Aggregate number of securities to which
transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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Lucent Technologies Inc. issued the following news release on April 2, 2006:
LUCENT & ALCATEL MERGE
Create Global Leader in Communications Solutions
Earlier today, April 2, 2006, Lucent and Alcatel announced that they have
entered into a definitive merger agreement to create the first truly global
communications solutions provider.
o THIS MERGER IS A STRATEGIC FIT BETWEEN TWO EXPERIENCED AND
WELL-RESPECTED GLOBAL COMMUNICATIONS LEADERS.
o THE TRANSACTION IS A MERGER OF EQUALS. PAT RUSSO, CURRENT CEO OF
LUCENT, WILL BE THE CEO OF THE COMBINED COMPANY, AND SERGE TCHURUK,
CURRENT CEO OF ALCATEL, WILL SERVE AS NON-EXECUTIVE CHAIRMAN. BOTH
COMPANIES WILL BE EQUALLY REPRESENTED ON THE BOARD.
>> North American operations will be based in New Jersey where Bell
Labs will remain headquartered.
o THE COMMUNICATIONS LANDSCAPE IS CHANGING RAPIDLY AND THIS COMBINATION
IS THE BEST COURSE FOR BOTH COMPANIES.
>> Consolidation among global players and increased competition from
new companies, including a range of non-U.S. competitors,
continues to alter the competitive landscape of the
communications industry.
>> Customers world-wide are pressing for enhanced products and more
efficient service, which this merger will facilitate.
>> The merger is the best way to provide long-term security for the
maximum number of Lucent and Alcatel employees.
o THE NEW COMPANY WILL BE STRONG, COMPETITIVE, AND STABLE.
>> In the absence of industry consolidation, significant additional
U.S. job loss could occur as well as erosion of the U.S.
technology base.
>> While the merger will impact about 10 percent of the global work
force, this combination should create a growing global and more
stable workplace going forward.
>> The merger will also preserve Bell Labs as a leader in research
and innovation.
o THE NEW COMPANY WILL CONTINUE TO ASSURE PROTECTION OF ITS WORK FOR THE
U.S. GOVERNMENT.
>> Lucent and Alcatel both do work for the U.S. Government,
including some sensitive work, principally through Bell Labs.
>> The combined company intends to form a separate, independent U.S.
subsidiary holding certain contracts with U.S. government
agencies. The subsidiary would be separately managed by a board,
to be composed of three independent U.S. citizens acceptable to
the U.S. government.
>> This type of structure is routinely used to protect certain
sensitive government programs in the course of mergers involving
non-U.S. parties.
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS AND OTHER IMPORTANT INFORMATION:
This communication contains statements regarding the proposed transaction
between Lucent and Alcatel, the expected timetable for completing the
transaction, future financial and operating results, benefits and synergies of
the proposed transaction and other statements about Lucent and Alcatel's
managements' future expectations, beliefs, goals, plans or prospects that are
based on current expectations, estimates, forecasts and projections about Lucent
and Alcatel and the combined company, as well as Lucent's and Alcatel's and the
combined company's future performance and the industries in which Lucent and
Alcatel operate and the combined company will operate, in addition to
managements' assumptions. These statements constitute forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Words such as "expects," "anticipates," "targets," "goals," "projects,"
"intends," "plans," "believes," "seeks," "estimates," variations of such words
and similar expressions are intended to identify such forward-looking statements
which are not statements of historical facts. These forward-looking statements
are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to assess. Therefore, actual
outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements. These risks and uncertainties
are based upon a number of important factors including, among others: the
ability to consummate the proposed transaction; difficulties and delays in
obtaining regulatory approvals for the proposed transaction; difficulties and
delays in achieving synergies and cost savings; potential difficulties in
meeting conditions set forth in the definitive merger agreement entered into by
Lucent and Alcatel; fluctuations in the telecommunications market; the pricing,
cost and other risks inherent in long-term sales agreements; exposure to the
credit risk of customers; reliance on a limited number of contract manufacturers
to supply products we sell; the social, political and economic risks of our
respective global operations; the costs and risks associated with pension and
postretirement benefit obligations; the complexity of products sold; changes to
existing regulations or technical standards; existing and future litigation;
difficulties and costs in protecting intellectual property rights and exposure
to infringement claims by others; and compliance with environmental, health and
safety laws. For a more complete list and description of such risks and
uncertainties, refer to Lucent's Form 10-K for the year ended September 30, 2005
and Alcatel's Form 20-F for the year ended December 31, 2005 as well as other
filings by Lucent and Alcatel with the US Securities and Exchange Commission.
Except as required under the US federal securities laws and the rules and
regulations of the US Securities and Exchange Commission, Lucent and Alcatel
disclaim any intention or obligation to update any forward-looking statements
after the distribution of this communication, whether as a result of new
information, future events, developments, changes in assumptions or otherwise.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, Alcatel and Lucent intend to file
relevant materials with the Securities and Exchange Commission (the "SEC"),
including the filing by Alcatel with the SEC of a Registration Statement on Form
F-6 and a Registration Statement on Form F-4 (collectively, the "Registration
Statements"), which will include a preliminary prospectus and related materials
to register the Alcatel American Depositary Shares ("ADS"), as well as the
Alcatel ordinary shares underlying such Alcatel ADSs, to be issued in exchange
for Lucent common shares, and Lucent and Alcatel plan to file with the SEC and
mail to their respective stockholders an Proxy Statement/Prospectus relating to
the proposed transaction. The Registration Statements and the Proxy
Statement/Prospectus will contain important information about Lucent, Alcatel,
the transaction and related matters. Investors and security holders are urged to
read the Registration Statements and the Proxy Statement/Prospectus carefully
when they are available. Investors and security holders will be able to obtain
free copies of the Registration Statements and the Proxy Statement/Prospectus
and other documents filed with the SEC by Lucent and Alcatel through the web
site maintained by the SEC at www.sec.gov. In addition, investors and security
holders will be able to obtain free copies of the Registration Statements and
the Proxy Statement/Prospectus when they become available from Lucent by
contacting Investor Relations at www.lucent.com, by mail to 600 Mountain Avenue,
Murray Hill, New Jersey 07974 or by telephone at 908-582-8500 and from Alcatel
by contacting Investor Relations at www.alcatel.com, by mail to 54, rue La
Boetie, 75008 Paris, France or by telephone at 33-1-40-76-10-10.
Lucent and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of Lucent in
connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the transaction
described herein will be included in the Proxy Statement/Prospectus described
above. Additional information regarding these directors and executive officers
is also included in Lucent's proxy statement for its 2006 Annual Meeting of
Stockholders, which was filed with the SEC on or about January 3, 2006. This
document is available free of charge at the SEC's web site at www.sec.gov and
from Lucent by contacting Investor Relations at www.lucent.com, by mail to 600
Mountain Avenue, Murray Hill, New Jersey 07974 or by telephone at 908-582-8500.
Alcatel and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Lucent in
connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the transaction
described herein will be included in the Proxy Statement/Prospectus described
above. Additional information regarding these directors and executive officers
is also included in Alcatel's Form 20-F filed with the SEC on March 31, 2006.
This document is available free of charge at the SEC's web site at www.sec.gov
and from Alcatel by contacting Investor Relations at www.alcatel.com, by mail to
54, rue La Boetie, 75008 Paris, France or by telephone at 33-1-40-76-10-10.