Case Studies ALCATEL

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Merger Negotiations: Alcatel & LucentFor Advanced Conversation Course KUN (18/3/3)

Objectives

We will simulate the negotiation between 2 big telecommunication industries, Alcatel and Lucent, formerger/acquisition possibility. We should focus on the languages for exchanging information &

negotiating. In the real case (2001), the negotiation was failed, but in this simulation we can try tomake best to close the deal. Hints: Merger is like a marriage, so try to know each other (exchanginginformation) and try to negotiate a compromised win-win solution, whenever it’s possible.

GroupsThe students will be divided into two groups:The Lucent’s management teamThe Alcatel’s management team

Both teams will attempt to negotiate the best deal. However both parties should aim to close the deal.

Both firms can not survive without the other.

Important topics (which you can choose) are:• The new name (& the new image for investors & customers)• The structure of the new company (including the management, who will be the CEO, where is

the new headquarter, cultural issues: French vs Americans)• Redundant staffs (possibility for lay off of thousands employees)• Investments (in dollars, but also in other resources)• Pressure on Lucent (debts/near bankruptcy situation)• Complementary businesses (why merge?)

The aim is to create a win-win situations. For example, the new name can be “Alcatel Lucent”,however the headquarters will be established in France. Hence, each management team should defineits negotiation position and their upper and lower limits. Naturally, other topics can be raised by eithermanagement team. We welcome creativity.

The articles provide insight in the real 2001 situation. You can derive topics, formulate strategies, readupon some background and get acquainted with both the firms. You can also appoint your own CEOthat is: Serge Tchuruk or Patricia Russo.

Have Fun,

Steve & Brian



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Lucent ditches Alcatel at last second

By Thor Valdmanis and Andrew Backover, USA TODAY

Lucent Technologies and French telecommunications equipment rival Alcatel broke off merger talksTuesday in an embarrassing 11th-hour about-face that leaves Lucent's future in doubt.Negotiations collapsed midday after Lucent's board met and rejected the terms of the $22 billion deal.In a phone conversation shortly after, Lucent CEO Henry Schacht told Alcatel CEO Serge Tchuruk that Lucent felt forced to back out because the deal was looking more like a takeover than a merger of equals. People who took part in the final negotiations outside Paris over the weekend said that bothCEOs had signed off on a press release and slide presentation for Wall Street analysts that outlined a58%-42% ownership split in favor of the larger Alcatel and a no-premium all-share deal that wouldleave Tchuruk as CEO and Schacht as non-executive vice chairman of the combined group. ButSchacht, who initiated the merger negotiations 4 weeks ago, had second thoughts about giving upcontrol to the French and bailed out. After marathon talks over the weekend, executives at bothcompanies had been hoping to conclude a deal Wednesday. Both sides left the door open for reviving

negotiations, but Alcatel is still unwilling to consider a 50-50 split in board representation and seniormanagement, people familiar with the negotiations say. Deals rarely collapse at such a late stage, butthis isn't unprecedented. In September, Coca-Cola abandoned its much-anticipated $16 billion plan tobuy Quaker Oats and its Gatorade sports-drink brand, opening the door for rival Pepsi to do the dealinstead.The list of potential predators in Lucent's case appears to be very small. Instead of creating the world'slargest telecom equipment vendor, Lucent must now find a way to turn itself around amid a sharpspending downturn by customers. Lucent, which has been the focus of bankruptcy rumors and whoseshares are off more than 87% since July, must raise money to balance its books and still hopes to sellits fiber-optic division, which initially got Alcatel and Lucent talking. Pirelli of Italy is now seen as thelead bidder. Lucent is not commenting on whether it will seek other partners. But the company says itplans to carry out a restructuring plan it announced in January. Analysts have grave doubts aboutwhether Lucent can succeed on its own. But investors never loved the Alcatel deal. Shares of Lucent jumped 2.8% Tuesday in after-hours trading to $8.55 after the news broke that the deal was off.Alcatel's American depositary receipts rose 6% to $29. Shares of both companies had been fallingsince news of the talks emerged. Alcatel had been planning to offer 0.2435 Alcatel shares for eachLucent share, valuing it at about $22 billion. The combined company would have been incorporated inParis but would have had its operational headquarters in the USA. Other plans included $4 billion inannual savings and thousands of job cuts.

Lucent faces uncertain future alone

By Andrew Backover, USA TODAY

Lucent, you've got some explaining to do. Now that ailing Lucent Technologies and France-basedAlcatel have ditched their potential merger, analysts and investors question whether Lucent cansurvive on its own."We certainly speculated as to why they seemed to be so interested in merging at this point," LehmanBros. analyst Steve Levy says. "It raised a legitimate question that things were not going that well."The deal, never loved by investors, nonetheless offered a way out for Lucent. Now it has little choicebut to go back to a difficult restructuring plan or seek other partners.But the fact that it pursued merger talks, less than 6 months into its supposed turnaround, indicates thateven Lucent knows it has a tough job ahead. "What people are going to want to hear is a plan toactually go it alone," says SG Cowen Securities analyst Christin Armacost. "People will want to know

what management is thinking and what the next move will be."



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The botched merger is the latest in more than a year of mishaps at Lucent, which consistently missedWall Street estimates last year and had to restate fourth-quarter 2000 earnings due to accounting andsales mix-ups. It also suffered the embarrassment of ousting former CEO Richard McGinn in Octoberand losing Chief Financial Officer Deborah Hopkins after a year on the job.In a joint statement issued late Tuesday, Lucent and Alcatel declared the talks "terminated." Lucentwouldn't comment further on its plan to cut $2 billion a year from a bloated business by shedding16,000 jobs and finding a more profitable mix of products.People familiar with Lucent's plans say it will move ahead with a restructuring that deems this year atransition year with steady revenue growth and late next year as the target for industry growth rates.Analysts saw progress in Lucent's fiscal second quarter, ended March 31, despite a $3.7 billion loss.Lucent had cut its debt from $8.1 billion to $5.4 billion. The company in March completed its initialpublic offering of its Agere Systems unit, which took on $2.5 billion of Lucent debt. Lucent's revenueof $5.9 billion was up 36% over the first quarter but down 17% from the same period a year earlier.As recently as last week, even as reports swirled about an Alcatel merger, Lucent said it was movingahead on the turnaround.That's why the merger talks, which sprouted from Alcatel's interest in buying Lucent's $2 billion fiber-

optic cable business, caught many onlookers off guard. The deal would have created the world'slargest telecom-gear maker in terms of revenue. But Lucent's board wouldn't go for a $22 billion all-stock deal that yielded majority ownership and control to the French company.Investors are not counting Lucent out, but they see the restructuring as a long-term process. Lucent hasfallen behind rivals Nortel Networks and Cisco Systems, which are also feeling the pinch as customerstighten their belts.

Lucent and Alcatel call off merger ¡ £ ¥ ¡ § £ © ! © # &

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The two telecomms equipment giants cancel plans for a $32bn merger after Lucentrejects acquisition proposal Lucent Technologies and Alcatel executives called off a potential merger of the twotelecommunications equipment giants Tuesday, raising new questions about the future of one of America's premier research labs.French telecommunications equipment maker Alcatel and Lucent confirmed Tuesday that they havebeen negotiating a merger that would have been valued around $32bn (£22bn). The discussions,however, "have not resulted in any agreements and have been terminated," according to a statementreleased by Lucent. The companies declined further comment.A source close to Lucent said the deal, which was in the works for the last few months, fell throughbecause Lucent wanted a merger of equals, while Alcatel wanted the deal constructed as an acquisition

of Lucent. "We were looking at the value of getting both companies together to accelerate ourturnaround plan," the source said. "But in the last few days, it became clear this was not going to be amerger of equals. It was in the best interest of our shareholders, our customers and employees topursue our own path." Another issue, the source said, was that Alcatel offered to buy Lucent with anat-market deal, meaning they wouldn't offer Lucent shareholders anything beyond the company'scurrent stock price. "We walked away from an at-market deal. There was no premium" for investors,the source said. "If you're talking about a no-premium deal, you want to see a merger of equals."Lucent will continue to run as a standalone company, although merger talks with Alcatel and othercompanies could resurface in the future. "The talks are now terminated, but who knows what couldhappen? This doesn't shut the door," the source said. Reports of the possible union with Alcatel raisedquestions about Lucent's technology being acquired by a foreign company. In the wake of thecollapsed talks there are just as many questions about the fate of Lucent, whose technology

innovations date back to 1885.



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Lucent's recent woes, which left it ripe for the picking by Alcatel, have been surprisingly steep andpainful. "They had investor confidence, a high market capitalization, and Cisco and Nortel on the run.They were acquiring top companies and seemed unstoppable," said analyst Jeremy Duke, of marketresearch firm Synergy Research Group. Lucent traces its roots to 1885, when New York-basedAmerican Telephone & Telegraph Co. became a wholly owned subsidiary of the American BellTelephone Company. AT&T operated for much of the 20th century as a legally sanctioned andregulated monopoly with a stranglehold on almost all communications research, development andengineering.

In 1984, AT&T was shattered into a new company and seven independent regional telephonecompanies, or "Baby Bells." A decade later, AT&T chief executive Robert Allen decided to chop upthe company even more, setting in play the eventual spinoff of Lucent Technologies, the owner of BellLabs, and computer manufacturer NCR. After being cut adrift in 1996, Lucent hummed along nicely,beating Wall Street earnings estimates for 15 straight quarters and competing well against giants CiscoSystems and Nortel Networks in the telecommunications equipment market.But in the past 18 months, the company has been victimized by a series of financial and technology

gaffes and its inability to cohesively meld its many acquisitions, including its $20bn (£12bn) mergerwith data equipment maker Ascend Communications, analysts say.

Sources say Lucent's bureaucratic "consensus" culture -- stemming from the old AT&T days --hampered the company when quick action by former chief executive Rich McGinn was needed.McGinn, who was at the helm for four years, was ousted last October. "They had a voice, wireless anddata strategy, but nothing seemed to come together," Duke said. "They had a hard time retaining thepeople they acquired. It was a bad mix of cultures. Here you had this bureaucratic and large entitytrying to integrate with entrepreneurs that were less than ten years old. They never got that nimblenessthat Cisco had."

Lucent's acting chief executive, Henry Schacht, has spent the last eight months reorganizing the

company, which has included several executive shuffles and the layoff of 10,000 employees.From an investor perspective, Lucent's tailspin started in January 2000 when the company missedearnings by 18 cents per share and reported a $1 billion decline in sales. The company blamed itsproblems on being too slow to respond to the need for higher-speed optical equipment, allowingNortel to take an early lead in the exploding market. Optical equipment allows service providers tosend larger amounts of traffic across their networks at faster speeds.In subsequent quarters last year, the company announced more profit warnings because of decliningsales of its traditional voice products and on bad loans to emerging telecommunications carriers thatcouldn't pay their bills. With the company rumored to be facing bankruptcy, Lucent in Februarysecured $4.5bn (£3.2bn) in loans to fund its business and avoid the potential reduction in its creditrating to junk status.

With the company in the throes of restructuring, most analysts believed Lucent was a year or twoyears away from profits. By holding merger talks with Alcatel, though, Lucent's top brass haveapparently decided that selling the company might be a better quick fix.Investors never warmed to the proposed nuptials between the telecom giants. Since reports of the dealfirst surfaced May 17, Lucent's stock has fallen as much as 16 percent to a low of $8.23 a share onTuesday -- about one-tenth where it traded 18 months ago.After peaking at more than $82 in December 1999, the stock slipped to $62.69 last July and thenplunged to $5.50 last April. Alcatel's stock price fell 19 percent to an intraday low of $26.10 onTuesday before closing at $27.41.As Lucent once again strikes out on its own, many analysts agree that its good technology may be itssaving grace."If it has a Lucent stamp, people still want it (and) still trust it; some engineers have worked withLucent equipment their whole careers," said Rick Schafer, an analyst at CIBC World Markets.



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The company's products command a major presence in the US market. "Lucent's equipment isprevalent is every major carrier network," said Richard Shannon, an analyst at Epoch Partners.Shannon also noted that Lucent's sliding fortunes have somewhat mirrored those of AT&T. "I mightequate (Lucent) with AT&T, Lucent has a brand cache, but they don't command and control themarket like they used to."

Boards of Lucent and Alcatel to vote on merger planNegotiations continued late into the New York night on Monday as Alcatel of France put the finaltouches on its plan to buy Lucent Technologies for about $US32 billion ($61.9 billion), executivesclose to the talks said. The boards of both companies planned to vote on the transaction on Tuesday,they said, and the companies were hoping to announce a deal by Wednesday. Both sides workedthrough an American holiday weekend to complete the details of a deal that is expected to create aglobal telephone equipment giant with huge stakes in markets on both sides of the Atlantic.The proposed deal, which the companies plan to bill as a merger of equals, effectively represented atakeover of Lucent, based in New Jersey, by Alcatel, the executives said. Under the terms beingconsidered, Alcatel would pay virtually no premium to Lucent shareholders above the market value of

the company, which is currently hovering around $US32 billion, down from about $US34 billionwhen word of the potential combination first spread two weeks ago.

Lucent shareholders, however, may be entitled to an already planned distribution of shares in AgereSystems, the chip-making business that Lucent spun off earlier this year. The share distributionwould represent a premium because the 20 per cent of Agere that Lucent still owns is alreadyreflected in Lucent's stock price. Executives close to the deal also said the two sides were discussingcoming up with a completely new name for the combined concern. It was unclear whether a newcompany name would be announced when the deal is unveiled. The combined company is expected tobe run by Mr Serge Tchuruk, Alcatel's chief executive, while Mr Henry Schacht, Lucent's chairmanand chief executive, is expected to stay on through the completion of the merger and a transitionperiod. The merged companies would keep offices in Paris, where Alcatel is situated, and in New

Jersey, the executives said.

Both sides continued to discuss details of how they could squeeze savings of about $US4 billionannually, including extensive job cuts and a number of factory closings around the world. Details of the job cuts and closures being considered could not be learned. Spokesmen for Alcatel and Lucentdeclined to comment. On Friday investors pushed down the shares of Lucent and Alcatel further:Lucent's stock dipped US13c to $US9.40, as Alcatel's American depository receipts fell $US1.35 to$US28.11. US stockmarkets were closed on Monday for the Memorial Day holiday.Since last yearLucent has cut its payroll from more than 120,000 to about 100,000 through the sale of business unitsand a reduction of nearly 16,000 jobs from the workforce.Union opposition to the merger is a potentialobstacle.

Lucent CEO: Alcatel offer wasn't equal enoughLucent decided to walk away from merger talks with Alcatel because it wouldn't have been an equalpartner in the deal, Lucent's Chairman and CEO Henry Schacht said Tuesday. "We entered the talkswith Alcatel because it appeared to be an extraordinary opportunity to jump-start the turnaround (of troubled Lucent) and start a new company," said Schacht in remarks at the SuperComm trade show inAtlanta, carried live via Web broadcast. "Last week when it became clear that a merger would not takeplace with the same sense of partnership we sought ... we terminated discussion."

The two companies last Tuesday announced they were canceling the merger talks, but offered nodetails.



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"Walking away was a sign of strength and ... a sign of unmistakable confidence in our turnaroundplan," said Schacht, who said the company's efforts to cut costs by $2 billion and improve the bottomline are on track. Lucent announced in January plans to cut 10,000 jobs in an attempt to address a$1.02 billion first quarter loss. He said the company's central strategy is to focus on sales of telecomequipment to major service providers. "We're finding the very large folks still spending considerableamounts of money even though they're spending somewhat less than last year," he said. Another moveto raise much-needed cash, the planned sale of Lucent's fiber-optic division, is also moving forward,Schacht said. "We have multiple bidders and are going into the final round of negotiations," he said.He declined to offer further details or to predict a date for the sale. When asked during a question-and-answer session following his speech about his own plans to step down as CEO, Schacht said the searchfor a replacement is "in progress," but that he remains in control and dedicated to the turnaround plan.

The Real Lesson of the Lucent-Alcatel AffairThe fact that the deal didn't happen tells us plenty: Gaining access to customers now matters more thanacquiring technology. In hindsight, it just doesn't seem fair. For years, we in the media have been

focusing on global hotshots like Nokia and Vodafone. And poor old Alcatel, sitting just a 10-minutewalk from this Paris bureau, went virtually unnoticed. Size wasn't the problem. Alcatel, with sales in2000 of $28.2 billion, passed any girth test. Trouble was, in the markets that seemed to matter most --the Internet, for example, and mobile phones -- Alcatel was an also-ran. Despite an impressiveturnaround by CEO Serge Tchuruk, Alcatel lacked star power. Oh, it was viable, all right. Thecompany earned fair-to-middling profits, gained some share in American markets. But still, what kindof story would that be? France's Alcatel: One Viable Company.

Then, in late May this hulking neighbor of ours made its unlikely move for greatness. In a chateausouth of Paris, Tchuruk and his team negotiated to buy Lucent Technologies, the fallen Americangiant, for $24 billion. Suddenly the eternal also-ran was gunning for the top spot, or at least somethingclose. Had we misread the company? Was this ordinary Clark Kent of a company going to flex hiddenmuscles and take off like Superman? Turns out the answer was no. The Lucent deal fell through theevening of May 29, when the two sides failed to agree on who would control the combined company.And hours later, there was Tchuruk warning that profits would sink as Alcatel restructured yet again.The bills for this latest revamp would amount to $2.7 billion. Alcatel, it appeared, was heading back toits work-a-day struggle for viability.

MORE THAN IT APPEARED. It was with sadness that we kissed a great story good-by. It promisedwonderful dramatic elements: French-American cultural clashes, life-and-death struggles at Lucent (anAmerican icon, no less), rip-roaring battles with Cisco and Nortel. This Alcatel-Lucent combinationwould have kept us busy for months, even years. But no. Now Alcatel, still a regional player (and ahurting one at that), limps off for another cure. Even a failed deal like this one, though, shows us how

the technology world is changing in this post dot-com era. The most important change? Here was atechnology deal, one of the biggest of all time -- and the focus wasn't technology. Let me explain. Ayear ago, technology was the force that promised to change the world. Tech leaders like Oracle's LarryEllison, Tom Siebel of Siebel Systems or, most famously, Cisco Systems' CEO John Chambers, paidhouse calls to the leaders of blue-chip companies and scared the daylights out of them. Theyconvinced the moguls that without the latest Internet systems, these blue chips might as well fold theirtents. The Net loomed like a giant storm, a force of nature, and the choice was to harness it or be sweptaway. This pitch transformed Cisco and others into titans in their own right. And Alcatel? Tchuruk'scompany joined the hunt for its share of that Net magic, spending some $17 billion on Internetcompanies in North America.

MARKET FOR BUYERS. But when Tchuruk was angling to buy Lucent, he wasn't after technology.

Lucent's technology, in fact, is very similar to Alcatel's own. In today's fretful climate, the miraclemachines that turned so many heads a year ago now whisper just as many broken promises.



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Tchuruk, in tune with this new tough-minded era, was hunting for a harder currency. He wantedLucent's customers. Give me customers, big corporate customers, he was saying. Open the door for meat AT&T and Verizon Communications, and I'll come up with the technology to sell them. This was adeal for the post dot-com age if there ever was one. Geography shone brighter than glittering newrouters or 40 gigabit fiber. Alcatel had Europe. Lucent provided the United States, which aloneaccounted for 40% of the global telecommunications market. Sure, neither company was a picture of health, especially the faltering Lucent. But thanks to geography and size, this trans-Atlanticcombination stood a chance to survive. Before the deal collapsed, analysts were predicting that a waveof competitors would follow this trans-Atlantic lead. The thinking was that Nortel, for example, wouldneed to beef up its European presence to battle Alcatel-Lucent. And Germany's Siemens would need aspot in the U.S. Maybe those two would join forces.

NEW WORLD OF TARGETS. Now, in the absence of an Alcatel-Lucent pairing, do telecommanufacturers still need to straddle oceans? Could be. Now that Tchuruk and Lucent's Henry Schachthave shown competitors that a trans-Atlantic giant is possible, don't be surprised if competitors startstaking out positions. The big players include Nortel, Siemens, and Britain's Marconi. And to gain

U.S. customers, Europeans could target a host of smaller U.S. companies, says Kenneth M. Leon, ananalyst at ABM Amro in New York. He points to Redback Networks, Tellabs, and Advanced Fibre,which all have lots of customers -- the new currency of choice.

And of course, there's a chance that Lucent's efforts to go it alone will come up short. In that case,maybe even Lucent and Alcatel will hook up again. It still would make for a great story.

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About ALCATEL

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