Notable Corresp. w/ the SEC re: Sanctions - Letter in re: Nokia Corporation Proposed Acquisition of Alcatel Lucent (2015)

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TURBOFAC Commentary (638 words)

Notes:

1) See incoming letter at https://www.sec.gov/divisions/corpfin/cf-noaction/2015/nokia-111715-14d10-incoming.pdf.

2) The correspondence is related to a case in which a de minimis amount of Cuban shareholding in a ~$16 billion-dollar company was a roadblock to a tender offer that, per applicable SEC rules, needed to be extended to all shareholders absent a specific exemption.

The incoming letter relays that OFAC examined the proposed transaction, concluded that the entire tender offer would have violated 515.202 absent a specific license, and recommended that the applicant refer to the SEC for an exemption. The SEC granted the exemption.

Counsel involved in the transaction reported the following:

As tender offers typically do not result in 100 percent ownership, obtaining SEC relief only postponed and did not definitively resolve the problem of needing to transact with the Sanctioned Persons. In most tender offers, a squeeze-out...

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Letter in re: Nokia Corporation Proposed Acquisition of Alcatel Lucent (2015)

TURBOFAC Commentary (638 words)