x
Optical/IP

Alcatel, Lucent Need One More Blessing

Alcatel (NYSE: ALA; Paris: CGEP:PA) and Lucent Technologies Inc. (NYSE: LU) are now only a few steps away from exchanging vows following approval for their merger from shareholders on both sides of the Atlantic. (See Investors Say Oui to Alcatel/Lucent.)

Based on a preliminary count at its meeting, Lucent got just enough support to pass its resolution. Needing a simple majority, the merger motion was backed by voters representing 51.97 percent of its common stock.

That didn't stop Lucent, whose CEO Pat Russo was treated to some entertaining investor comments, noting in its press release that shareholders voting at the meeting "had overwhelmingly approved" the merger. (See Alcatel-Lucent Deal Approved and Fashion Victim.)

Support from Alcatel's investors, who had been subjected to a number of calls to vote against the deal, was stronger. (See Alcatel Lucent Merger Under Fire, Could CDMA Hurt Alcatel Lucent?, and Analyst: Alcatel Should Rethink Things.)

The French vendor required the support of 66.6 percent of those voting on the 16 separate resolutions that related to the Lucent merger. An Alcatel spokesman says all the resolutions were passed "by at least 85 percent."

Both companies plan to publish further details about the shareholders' votes in the coming days.

Now the two firms face one remaining significant hurdle -- approval from the Committee on Foreign Investment in the United States (CFIUS), which examines the security implications of U.S. mergers and acquisitions that involve overseas companies.

If that committee finds that no investigation into the proposed merger is needed, a "no action" letter, signifying approval, could be in the post in the next few days. That's because an initial decision about an investigation has to be made within 30 days of the companies' formal submission, and that submission was made some time between August 8 and 23.

If an investigation is required, a decision won't be forthcoming until early to mid November.

Prudential Equity Group LLC analyst Inder Singh doesn't foresee the CFIUS causing any problems. In a research note issued late Thursday, Singh writes that Lucent's proposal to create a separate subsidiary for its sensitive government contracts and R&D work should be enough to avoid a CFIUS probe.

The two companies plan to complete their merger during this calendar year.

Lucent's stock, which currently stands at $2.27, hasn't budged since the shareholder vote. Alcatel's share price is also relatively static at $11.85.

— Ray Le Maistre, International News Editor, Light Reading

Pete Baldwin 12/5/2012 | 3:41:36 AM
re: Alcatel, Lucent Need One More Blessing There's no need for a recount, if that's what you're asking.

Lucent announced almost immediately that 52% of shares had voted Yes, but that doesn't mean 48% voted No. It just means Lucent counted up enough Yes votes -- including, I'd guess, large blocs that voted ahead of time -- to know that the resolution got the required 50%.

So, the YES vote is final ... but we don't know the final tally, and probably won't until Lucent publishes it in an SEC filing. Maybe they got 53% approval, maybe they got 99.99%.

I'm pretty sure it wasn't 100%:
http://www.lightreading.com/do...
MorningWd 12/5/2012 | 3:41:36 AM
re: Alcatel, Lucent Need One More Blessing Was that Lucent vote tally final? I cannot recall where, but I thought that I had seen something that they hit the magic > 50% and then immediately announced approval of the merger. If it really was only ~52% at the total, what in the world were the other ~48% of LU shareholders thinking? Where else could that pig go to feast for a little while longer? I give it a few years before this newly-formed swine is dead and there is a nice luau in both Murray Hill and Paris.
MorningWd 12/5/2012 | 3:41:34 AM
re: Alcatel, Lucent Need One More Blessing "Lucent announced almost immediately that 52% of shares had voted Yes, but that doesn't mean 48% voted No. It just means Lucent counted up enough Yes votes -- including, I'd guess, large blocs that voted ahead of time -- to know that the resolution got the required 50%."

That's what I thought. Your article read to me as though the count was finished.

"...the merger motion was backed by voters representing 51.97 percent of its common stock[.]...That didn't stop Lucent...noting in its press release that shareholders voting at the meeting "had overwhelmingly approved" the merger.
HOME
Sign In
SEARCH
CLOSE
MORE
CLOSE