SOLICITING MATERIAL
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
 
             
Filed by the Registrant [X] Filed by a Party other than the Registrant [  ]
 
Check the appropriate box:
 
[  ]
Preliminary Proxy Statement
 
[  ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
[  ]
Definitive Proxy Statement
 
[  ]
Definitive Additional Materials
 
[X]
Soliciting Material Pursuant to §240.14a-12.

Lucent Technologies Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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[X]   No fee required.

[   ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

  (1) Title of each class of securities to which transaction applies:
 

   
  (2) Aggregate number of securities to which transaction applies:
 
   
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 
   
  (4) Proposed maximum aggregate value of transaction:
 
   
  (5) Total fee paid:
 
   

 

The following material was used by company employees and other advisors following the public announcement of the entry into a merger agreement by Lucent Technologies Inc. and Alcatel:

 

Creating the Global Leader in Communications Solutions April 3, 2006 Frank D'Amelio

 

SAFE HARBOR FOR FORWARD LOOKING STATEMENTS AND OTHER IMPORTANT INFORMATION This document contains statements regarding the proposed transaction between Lucent and Alcatel, 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. Forward-Looking Statement Disclosure

 

Why Merge? Enhancing Shareholder Value Strategic Fit Right Time, Right Solutions, Right Companies Compelling Strategic Rationale: Creating First True Global Communications Solutions Provider Deep customer relationships with every major service provider Industry leading R&D platforms Unparalleled ability to offer integrated end-to-end solutions Leader in converged networks Common Vision and Innovation Culture Enable Successful Execution Achieving Significant Synergies and Enhancing Financial Position Approx. €1.4 / $1.7 billion in annual pre-tax cost synergies within 3 years, with a substantial majority expected to be achieved in the first 2 years post closing Combined CY05 revenues of €21 / $25 billion, cash of €9 / $11 billion EPS accretive in the first year post closing with synergies, excluding restructuring charges and amortization of intangible assets

 

Combined market capitalization of approximately €30 / $36 billion Stock-for-stock merger structured as a tax-free exchange of Alcatel ADS* for Lucent shares Fixed exchange ratio of 0.1952 Approximately 60% owned by Alcatel Shareowners Approximately 40% owned by Lucent Shareowners Listed on the Euronext and the NYSE Expected closing: 6 -12 months, subject to regulatory, governmental and shareowners approvals Transaction Overview * American Depositary Share

 

New company incorporated in France with executive offices in Paris New company name to be determined at a later date North American operating headquarters and global Bell Labs headquarters in New Jersey Leadership Non-Executive Chairman: Serge Tchuruk CEO: Patricia Russo International Board composition: 14 6 of Alcatel's current directors (including Serge Tchuruk) 6 of Lucent's current directors (including Patricia Russo) 2 new independent European directors to be mutually agreed upon Leveraging the Best of Both Companies Creating a Global Company Based in Paris

 

Creating First True Global Communications Solutions Provider Leader in Converged Networks & Services* # 1worldwide in wireline* # 2 worldwide in services* A leader in IPTV, NGN / IMS & 3G Spread Spectrum (CDMA & UMTS) Unique position in services & integration Presence in all major carriers More diverse geographic mix * Share based on 4Q 2005 * Sources: Dell'Oro, Synergy, In-Stat, Dittberner, Telecom Services # 2 worldwide in mobility*

 

Comprehensive R&D portfolio leveraging Bell Labs excellence A leading "end-to-end" communications solutions integrator A leader in major areas defining next generation networks A local partner in every region, yet with global reach Long term strategic partner Compelling Benefits For Our Customers Strong Fit will Assure Continued Benefits and Growth in Customer Relationships

 

North America 66 Europe 13 Asia 14 MEA 1 CALA 6 North America 33 Western Europe 36 Asia 15 MEA 9 CALA 7 North America 14 Europe 50 Asia 16 MEA 13 CALA 7 Geographically Balanced Europe North America North America MEA Europe MEA Alcatel (% of CY05 Revenue) Lucent (% of CY05 Revenue) North America Europe Asia & Pacific Region 14% 13% 15% 34% Alcatel + Lucent (% of CY05 Revenue) CALA 6% MEA 9% 7% CALA CALA 35% 16% 14% 7% 49% 14% 66% 1% 31% Asia & Pacific Region Asia & Pacific Region CALA: Caribbean & Latin America MEA: Middle East & Africa

 

Expected Cost Synergies Approx. €1.4 / $1.7 billion in annual pre-tax cost synergies within 3 years, a substantial majority of which is expected to be achieved in the first 2 years Charges to be recorded primarily in year 1 post closing Reductions in combined worldwide workforce of approximately 10% Mutually identified, taking a fair and balanced approach A substantial majority of the restructuring is expected to be completed within 24 months after closing Corporate Functions Information Technology Supply Chain and Procurement Sales and Marketing Services Research & Development

 

Key Takeaways: Enhancing Shareholder Value Strategic Fit Right Time, Right Solutions, Right Companies Compelling Strategic Rationale: Creating First True Global Communications Solutions Provider Deep customer relationships with every major service provider Industry leading R&D platforms Unparalleled ability to offer integrated end-to-end solutions Leader in converged networks Common Vision and Innovation Culture Enable Successful Execution Achieving Significant Synergies and Enhancing Financial Position Approx. €1.4 / $1.7 billion in annual pre-tax cost synergies within 3 years, with a substantial majority expected to be achieved in the first 2 years post closing Combined CY05 revenues of €21 / $25 billion, cash of €9 / $11 billion EPS accretive in the first year post closing with synergies, excluding restructuring charges and amortization of intangible assets

 

Questions & Answers

 

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC In connection with the proposed transaction, Alcatel and Lucent intend to file relevant materials with the Securities and Exchange Commission (the "SEC"), including the filing by Alcatel with the SEC 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 Alcatel American Depositary Shares ("ADS"), as well as the Alcatel ordinary shares underlying such Alcatel ADSs, to be issued in exchange for Lucent common shares, and Lucent and Alcatel plan to file with the SEC and mail to their respective stockholders an 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 SEC by Lucent and Alcatel through the web site maintained by the SEC 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 SEC on or about January 3, 2006. This document is available free of charge at the SEC'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 SEC on March 31, 2006. This document is available free of charge at the SEC'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. Forward-Looking Statement Disclosure