Filed by Alcatel
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Lucent Technologies, Inc.
Commission File No. 001-11639
The following script was used by Serge Tchuruk, the Chairman and Chief
Executive Officer of Alcatel, and Patricia F. Russo, the Chairman and Chief
Executive Officer of Lucent Technologies Inc., in a video presentation made
available to Alcatel employees.
Project Bloom: Day One Video Script
Serge Tchuruk and Pat Russo
FINAL ... 4/2/06 at 9 a.m. Eastern
Tchuruk - Introduction
----------------------
Hello and bonjour. For those of you at Lucent who
might not know me, I'm Serge Tchuruk, chairman and
CEO of Alcatel.
Russo - Introduction
--------------------
Bonjour and hello. For those of you at Alcatel who
might not know me, I'm Pat Russo, chairman and CEO
of Lucent.
Tchuruk - Opening Remarks
-------------------------
It is with great pleasure and excitement that
Patricia and I are talking to you today. Indeed,
what could be more exciting than announcing the
creation of the world's first truly global
communications solutions provider? This is a
defining moment for all of us.
As I'm sure you understand, our industry is
changing rapidly. Our customers are facing many
new competitors from outside the traditional
boundaries of telecommunications. When I meet with
the executives of our customers, they make it
clear to me that they want us to adapt rapidly to
this new environment - in order to help them
succeed.
At the same time, the business environment is
fierce. We also face competitors from outside our
traditional boundaries. In such a time, we must be
bold.
Patricia and I have been talking and working on
this merger for a while now. We quickly discovered
that we share a vision of the future of networks
and the needs of our customers. Especially, we
share a vision of the tremendous opportunity that
our two companies have to prosper and succeed with
this merger.
If I may say so, everything has come together to
make this the right combination of the right
companies at the right time.
Tchuruk - "What Does Alcatel Bring to the Deal?"
------------------------------------------------
It is good fortune that our two great companies --
both of us strong in our own geographies -- are so
complementary. In terms of people, solutions,
capabilities and customer relationships, we are a
perfect fit.
This is great news. It means that by combining our
different strengths, we will have the global scope
and scale to meet the needs of our customers to
provide the most advanced communications
experience to the end-user.
Patricia will speak in a few minutes about the
great communications solutions Lucent brings to
the merger. But before she does, I would like to
talk about what Alcatel brings to this landmark
deal.
It has, of course, been many years now that
Alcatel has dominated the broadband access market.
More recently, we have become the leader in the
exciting new area of IPTV, a key technology for
our customers as they expand their services to
include entertainment -- the famous "triple play".
There are more than 30 service providers worldwide
deploying or planning deployments in this space
and Alcatel has been the industry champion and
lead vendor, helping to design, implement and
operate these complex network systems. Currently
Alcatel is involved in over 40 triple play
projects including AT&T/SBC, BellSouth and
Deutsche Telecom, to name just a few.
At the same time, we continue to lead in many
critical areas of networking such as optical
systems, microwave and wireline infrastructure. We
are also a leader in one of the fastest growing
markets, mobile for emerging and underserved areas
-- driving innovation with multi-standard defined
radio.
What has been especially exciting in the last year
has been the way that Alcatel has changed the IP
routing world. We are now number 2 in edge routing
worldwide. I can tell you, the speed with which we
have accomplished this is keeping some of our
competitors up at night.
Where Alcatel has also excelled in recent years is
taking a strategic role in the IP network
transformations of important customers such as
Telstra and AT&T/SBC. Our service integration
capabilities are the key to these large-scale
transformation projects, as well our leadership in
access, IP and NGN/IMS.
The successes we have enjoyed are ultimately built
on the strength of our people. Alcatel has a major
R&D capability with over 16,000 R&D engineers and
6 principal R&D centers in Europe, North America
and China.
Speaking of China, one of our greatest assets is
our Chinese flagship subsidiary in Shanghai. This
center employs around 7,000 people, with 35% of
those people in R&D. We all know how critical the
booming Chinese market is for the future of our
industry.
When I take stock of all these accomplishments, I
am not only proud of what we have achieved as
Alcatel, but I am excited by our future potential,
especially as we join our talents and strengths
with those of Lucent.
I know Patricia feels just as proud about Lucent's
capabilities and successes. She will now take a
few minutes to share them with you.
Russo - "What Does Lucent Bring to the Deal?"
---------------------------------------------
Thanks, Serge.
When Serge and I first talked about this
combination, two things were immediately clear.
First, thanks to our people and our portfolios,
our two companies had amazing potential. Second,
we could accomplish more together than either of
us could alone.
As Serge said, what is so compelling about this
combination is that our visions, portfolios and
geographies complement each other so well. Let me
share with you some of the strengths Lucent will
bring to this combination.
First, Lucent is recognized as the world leader in
3G mobile technologies. When combined with
Alcatel's mobility assets, our leadership and
expertise in spread-spectrum technologies CDMA and
UMTS will help us capture even more opportunities
in this rapidly growing area.
Our services business grew by 10% in fiscal 2005,
and we continue to build a book of business in
this space. Our services team brings a wealth of
experience in multivendor, professional and
managed services that will help us capture the
opportunities being created by of next-generation
networks.
In wireline, we have new platforms that complement
Alcatel's industry-leading broadband solutions and
renewed strength in the technologies that transmit
data over the optical core.
As you know the IMS architecture will be the key
to brining all these elements together in a
next-gen networking environment. Lucent has
established clear leadership in IMS.
o We have seven announced IMS contracts, plus an
initial IMS deployment in China.
o We also have 77 ongoing trials for IMS network
elements with 16 customers globally.
With IMS, you get into the heart and brain of your
customers' networks. And once you're in that
position, you're involved in almost every decision
your customers make - which should lead to
increased opportunities in all the other areas I
have mentioned.
Of course, all of these efforts are supported by
one of our greatest assets - Bell Labs. As much as
any institution in the world, Bell Labs has helped
weave the technological fabric of modern society.
From the transistor to the laser to cellular
technology, Bell Labs innovations have played a
pivotal role in inventing - or perfecting - many
of the key communications technologies in use
today. Building on this heritage, Bell Labs
continues to flourish. And when combined with
Alcatel's own world-class R&D capabilities, the
sky is the limit for the innovations our combined
company can bring to life.
[Pause.]
Russo - Key Strengths of Our Combined Company
---------------------------------------------
So that is a glimpse at some of the strengths and
expertise each of our companies will bring to this
combination. With that in mind, let me briefly
speak to how this translates into an even stronger
combined company.
Together we will have:
o A strong financial base
o Clear leadership in next-gen networks as the
global leader in convergence
o The broadest portfolio of products and services
in the industry
o Deep relationships with every major service
provider
o A growing momentum in high-end enterprise
technologies and markets
o The industry's premier R&D capabilities
o An experienced international management team
with a common vision and proven track record
o An enhanced global footprint with presence in
more than 130 countries
In terms of our customers, they are looking for a
partner with the scale and scope to design, build
and manage increasingly converged networks that
deliver the most advanced communications services
to the market. This combination will enable us to
be such a partner - with an unparalleled focus on
execution, innovation and service for our
customers.
The sum of these elements will help create
long-term value for shareowners of both companies
who will benefit from owning the most dynamic,
global player in the communications networking
industry.
At this point, let me turn it back to Serge for a
look at the competitive positioning of our
combined company.
Tchuruk - Competitive Positioning
---------------------------------
Thank you Patricia.
While our shareholders, our employees and our
customers should all be happy about the merger,
frankly I don't think our competitors are going to
like it much.
If I look at how we stack up against our
competition, we will be number 1 in wireline and
number 2 in wireless globally. Those are hard
numbers to beat.Our competition will also be
facing the global leader in convergence at a time
when all of the major service providers have
convergence at the top of their agenda.
For our future competitiveness, we will have
leading positions in the key next-generation
technologies, such as IPTV, IMS and
spread-spectrum wireless. We will be extremely
well positioned to capture new business going
forward.
Finally our position in services will be critical
- the most important differentiator from our
competition. Our combined services operations will
make us number 1 worldwide.
This will position us, better than any of our
competitors, to undertake large network, services
and business transformations where integration
services play a key role. We will be the one-stop
shop, offering them unmatched local
responsiveness, as well as faster time-to-market
capabilities for new revenue services.
Tchuruk - Commitment & Personal Closing Message
-----------------------------------------------
Now to shift focus before closing, let me address
the issue that all employees think about during a
merger. We have talked, both Patricia and I, about
the excellent fit there is between our two
organizations and the vision we both share about
the exciting opportunities ahead of us.
Let me assure you that it is the opportunity for
growth that is motivating us, not the need to
rationalize our operations. Yes, there will be
areas of overlap and you will read in the press
and elsewhere that there will be reductions. But
overall, we will be creating a larger business
with expanded capabilities and a larger customer
base - with strong potential for future growth.
Specifically, we expect some initial job
reductions amounting to no more than 10 percent of
the global work force, spread across the business
and regions. This is remarkable for a merger of
this size and illustrates how well we complement
each other.
I recognize the personal pain and hardship any
type of layoffs can cause and I make this
commitment to you: to treat anyone affected fairly
and with respect; and to communicate clearly and
candidly throughout the process. Our goal is to
complete all adjustments within months of closing.
If I can return for a moment to my opening
remarks, our industry, like many, is at a
crossroads due to deregulation, technological
convergence and globalization. We intend to take
the initiative boldly - creating the world's first
truly global communications solution provider.
This step is not without its risks, but the
rewards will far outweigh them.
We will be creating a global and more stable
workplace for you. Our workforce will be truly
representative of the cultural diversity of our
customers and the end users that purchase their
services. We will have more engineers and service
operations in every corner of the world than any
of our competitors.
As I said in the beginning, this is not only
exciting; it is a defining moment for the
industry, for our two companies and for each of us
involved in this great enterprise.
On a final note, please remember in the coming
months, our effort should remain 100% fixed on our
customers' business. It is to serve them better
that we are entering into this merger and it will
not serve that goal if we lose focus. Transition
teams will figure out the details of the
integration. Trust them to do their jobs
efficiently.
Like well-trained athletes, we are about to
execute a maneuver of great difficulty. But both
Patricia and I are convinced of the
professionalism and discipline of our respective
teams and we firmly believe in your ability to
succeed in this, as in all other things.
Now let me turn to Pat for her closing comments.
Russo - Commitment & Personal Message
-------------------------------------
Thanks, Serge.
I would just like to echo serge's comments about
remaining focused on the tasks at hand. We will
remain independent companies until the closure of
the deal, and we need to continue to deliver on
our commitments with excellence and integrity.
What makes this transaction especially exciting to
me are the opportunities and challenges that it
presents. The communications infrastructure space
has never seen a cross-border merger of this
magnitude. But I know that we are up to the
challenge. Why am I so confident? That is easy.
It's because of you.
Both companies are blessed with tremendously
dedicated people and incredibly innovative
thinkers. You are our greatest assets, and you
will be the key to unlocking the promise of our
new company.
Additionally, our two management teams have
already begun business integration planning
sessions.
[Brief pause.]
As we told the press and analysts on yesterday's
call: the rationale of this combination is
indisputable, and the potential rewards are
immense. And I am confident our new company will
be the primary driver for the advancement of the
global communications revolution in the 21st
century.
I look forward to working with you to capture
these rewards and to meeting with as many of you
as possible in person as we begin this new chapter
in the history of our two great companies.
Thank you and Merci.
# # #
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS
This document contains statements regarding the proposed transaction
between Lucent and Alcatel, and may contain statements regarding 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 document, whether
as a result of new information, future events, developments, changes in
assumptions or otherwise.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION
In connection with the proposed transaction, Alcatel and Lucent intend
to file relevant materials with the Securities and Exchange Commission,
including the filing by Alcatel with the Securities and Exchange Commission 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 American Depositary Shares
(each, an "ADS"), as well as the Alcatel ordinary shares underlying such ADSs,
to be issued in exchange for Lucent common shares, and Lucent and Alcatel plan
to file with the Securities and Exchange Commission and mail to their respective
stockholders a 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 Securities and Exchange Commission by Lucent and Alcatel through
the web site maintained by the Securities and Exchange Commission 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 Securities and Exchange Commission on or
about January 3, 2006. This document is available free of charge at the
Securities and Exchange Commission'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 Securities and Exchange
Commission on March 31, 2006. This document is available free of charge at the
Securities and Exchange Commission'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.