Shareholders Give Approval to Alcatel Acquisition of Lucent

Shareholders on both sides of the Atlantic voted Thursday to approve Alcatel's (ALA) acquisition of Lucent Technologies (LU) in a deal valued at nearly $11 billion that will create a major global player in the telecommunications equipment industry.

The deal will "create a group that is truly global, and which has no equivalent today," Alcatel Chairman and CEO Serge Tchuruk told his company's stockholders as he put the deal to a vote.

The Paris-based company's shareholders backed all the relevant resolutions by more than 85 percent. A two-thirds majority was required.

Click here to visit's Investing page.

In Delaware, Lucent shareholders narrowly voted in favor of the deal, based on the preliminary vote count. About 2.3 billion shares, or 52 percent of outstanding shares, were voted in favor of the deal, Lucent officials said. Only a simple majority of the votes was required for approval.

"We are another step closer to creating the first truly global communications solutions provider with the broadest wireless, wireline and services portfolio in the industry," Lucent Chairman and CEO Patricia Russo, who will lead the combined company, said in a statement.

Russo has said the deal would create a company with the industry's broadest portfolio of products and one of the largest research and development operations, including Lucent's storied Bell Labs.

The companies expect the deal to be completed by year's end, having already gotten clearance from various U.S., French and European Union regulators, with only one review pending. The combined business would be based in Paris, and Tchuruk will stay on as chairman.

Analysts had predicted that both companies were likely to win their shareholders' blessing, despite misgivings among Alcatel investors about the price tag on the all-stock deal.

Those concerns were heightened by weaker earnings and guidance posted by the U.S. company since the deal was announced in April. Proxinvest, a Paris-based shareholder advisory firm, had called on Alcatel shareholders to reject the acquisition unless the price was reduced.

But the final vote reflected the widely held view among industry watchers that the deal on the table is preferable to no deal, even if it is a little generous to Lucent shareholders.

Shares in Alcatel and Lucent have both fallen since the deal was announced, but analysts say consolidation among competitors has made a solo existence less viable for either company. Nokia Corp. (NOK) and Siemens AG (SI) announced a telecoms equipment joint venture in June, eight months after LM Ericsson (ERICY) bought Marconi.

With annual sales of about $25 billion and an 18 percent share of the global market for telecoms gear — the backbone of mobile phone, fixed-line and Internet-based services — Alcatel-Lucent will negotiate better prices with suppliers and customers than either company could win alone, the deal's supporters say.

Any room there might have been for renegotiating the Alcatel-Lucent tie-up would have been "insufficient to offset increased operational risks from a delay," UBS said in a research note Tuesday. A stand-alone Alcatel would be the "worst possibility," it warned.

Shortly before Russo took over at Lucent, a proposal to combine the two companies fell apart, with analysts blaming Alcatel's unwillingness to make it a merger of equals. This time, the two companies called the deal a merger, but Alcatel shareholders have the upper hand: They will own 60 percent of the new company.

The companies have promised $1.8 billion in savings as a result of the deal within three years, to be achieved partly through the shedding of some 9,000 jobs — about one-tenth of the combined work force.

Lucent also announced Wednesday that the U.S. Securities and Exchange Commission's staff may recommend enforcement action related to an investigation of its Chinese operations under the Foreign Corrupt Practices Act. Lucent spokeswoman Joan Campion said the notice relates to matters it had previously disclosed and will not disrupt the Alcatel deal.

Alcatel shares fell 1.6 percent to close at 9.43 euros ($12.08) in Paris trading, while Lucent shares slipped a penny to $2.26 in afternoon trading on the New York Stock Exchange.

Click here to visit's Investing page.