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 slides contained in this filing were presented to analysts and the media on April 3, 2006, by Serge Tchuruk, the Chairman of the Board of Directors and Chief Executive Officer of Alcatel, and Patricia F. Russo, the Chairman of the Board of Directors and Chief Executive Officer of Lucent Technologies Inc.
Creating the Global Leader
in
Communications Solutions
April 3, 2006
1
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS
This presentation 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 Alcatels managements
future expectations, beliefs, goals, plans or prospects. These statements constitute forward-looking
statements within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements are not guarantees of future performance and 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 Lucents
Form 10-K for the year ended September 30,
2005 and Alcatels 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.
Forward-Looking Statement Disclosure
Creating First True Global
Communications Solutions Provider
Serge Tchuruk
Chairman and CEO, Alcatel
Key Take Aways: 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
NPV of cost synergies approximately 10 / $12 billion
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
4
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
5
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, U.S.A.
Leadership
Non-Executive Chairman: Serge Tchuruk
CEO: Patricia Russo
International Board composition: 14
6 of Alcatels current directors (including Serge Tchuruk)
6 of Lucents 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
6
Compelling Strategic Rationale
Serge Tchuruk
Chairman and CEO, Alcatel
Creating First True Global Communications Solutions Provider
Leader in Converged Networks & Services*
# 1worldwide
in wireline*
# 2 worldwide
in services*
Combined CY05 revenues of 21 / $25 billion
Presence in all major carriers
A leader in IPTV, NGN / IMS & 3G Spread Spectrum (CDMA &
UMTS)
Unique position in services & integration
More diverse geographic mix
* Share based on 4Q 2005
* Sources: DellOro, Synergy, In-Stat, Dittberner, Telecom Services
# 2 worldwide
in mobility*
8
North America
Europe
Deep Customer Relationships with Every Major Service Provider
Asia, Africa, Middle East
& Central/Latin America
9
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
10
Benefits of Scale and Scope
Ongoing consolidation of global service providers
Increasing network complexity and convergence requires breadth
of product and depth of services expertise
Major network transformation just beginning
Significant R&D investment required to maintain leadership
Scale and scope enhance competitiveness
11
Common Vision and Innovation Culture
Enable Successful Execution
Patricia Russo
Chairman and CEO, Lucent Technologies
Shared vision of network transformation
Deep understanding of customer needs
Common culture of technical excellence and innovation
Industry leading depth and breadth of talent
Geographic, portfolio and customer fit
Two Companies - One Common Vision
Shared Vision & Uniquely Complementary Fit :
Leading Global Communications Solutions Provider
13
Industry Leading Product Portfolio
Patricia Russo
Chairman and CEO, Lucent Technologies
Optics &
Microwave
Converged
Edge / Core
Networks
Fixed & Mobile
Broadband
Access
IPTV
DSL, DLC
BPON, GPON
CDMA
GSM/UMTS
TD-SCDMA
WiMAX
NGN/IMS
Fixed/Mobile
Convergence
Next Gen. Services
Next Gen.
Applications
Fixed Narrowband
BB Switch / Routing
MSWAN
IP / Ethernet
Integration &
Services
SDH/SONET
ROADM
WDM
Ethernet
Submarine
Microwave
Payment Solutions
Video integration
Services
Mission Critical Services
Multi-Vendor Integration
Hosted & Managed
Professional,
Deployment,
Maintenance
Enterprise
Satellite
Leader in All Major High Growth Next Generation Areas
* DellOro, Skylight Research, In-Stat, VDC, Dittberner, Synergy, RHK
#1 or #2 in Most Key Technologies*
15
Clear leader in 3G CDMA at pre-eminent carriers
Ability to leverage commonality of CDMA & UMTS for 3G
Growing momentum in UMTS
Very strong 2G footprint to migrate to 3G over time
Well positioned for 3G in China
Driving innovation in Mobile Radio Access
Strong IMS and access footprint
Strong Position in 3G Mobility
16
The most experienced supplier in Triple Play / IPTV deployments
Involved in 40+ projects including 20+ commercial live networks
Unique end-to-end Triple Play solution
Ability to leverage end-to-end solutions and service capabilities
Broadband access, optics, NGN / IMS, BB switch, integration services
Early lead in mobile video solutions and applications
Driving Quadruple Play services & fixed mobile convergence
Widest ecosystem of partners
Strengthening Triple Play Experience
Leadership in IPTV & Mobile Video
17
Increased scale, scope and credibility in services
4 / $5 billion in combined revenues across:
Hosted applications & services (leveraging NGN/IMS position)
Consulting & professional services - combined tool set
Build, maintain & operate
Distinctive multi-vendor capability, including end-to-end complex
solutions integration & services
Extensive Global Services and Support Capabilities
End-to-end Communications Solutions Integrator of Choice
Backed by Expertise, Breadth, Innovation
18
Wireline
IMS & Multimedia Services
Wireless
IMS & Multimedia Services
Enterprise
TDM/IP Agnostic
At Home
Travelling
In the Office
Seamless Solutions NGN/IMS Voice, Video, Data
Leading the IMS / Network Transformation
19
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
20
Industry-Leading R&D Capabilities & Deep Culture of Innovation
Staffing
Patents
R&D expenses
15,600
~ 10,000
1.4 / $1.7 bn
10,500
~ 15,000
1.0 / $1.2 bn*
CY2005
Combined company intends to form separate, independent U.S.
subsidiary for certain contracts with U.S. government agencies
Separately managed by a board, to be composed of three independent
U.S. citizens acceptable to the U.S. government
Combined
26,100
~ 25,000
2.4 / $2.9 bn
* R&D expenses excludes approximately 203 / $240 million of amortized software development costs reported in gross margin
Alcatel
Lucent
21
Achieving Significant Synergies and
Enhancing Financial Position
Patricia Russo
Chairman and CEO, Lucent Technologies
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
Mutually identified
NPV of cost synergies
10 / $12 billion
Corporate Functions
Information Technology
Supply Chain and Procurement
Sales and Marketing
Services
Research & Development
23
Expected Cost Synergies
Cost synergies
Cumulative % achieved by year
A substantial majority of the cost
synergies is expected to be achieved
in the first 2 years
Clearly identified overlaps
Analysis by function, product &
geography
Analysis of timing and phase-in
Will establish integration plans to be
executed immediately post closing
~ 30%
~ 70%
1.4 / $1.7 bn
Tangible and Clearly Identified
24
Potential Revenue Upside
Provides potential for
additional revenue upside
Sales upside opportunities
driven by cross-selling:
IP Edge
Optics & Microwave
NGN / IMS
Wireline Access
Wireless Access
Enterprise
Services
Complementary Products,
Geographies and Customers
25
Reductions in combined worldwide workforce of approximately
10%
Taking a fair and balanced approach
Approximately 1.4 / $1.7 billion in new cash restructuring charges
Charges to be recorded primarily in year 1 post closing
A substantial majority of the restructuring is expected to be
completed within 24 months after closing
Restructuring
26
Lucent Pension Plans and Retiree Healthcare
* Qualified U.S. pension plans, contributions based on current pension funding rules
** Number of retirees and dependents as of September 30, 2005
Pensions
Combined over funded status on a GAAP basis as
of September 30, 2005
Fair Value of Plan Assets of approximately $34 billion
Benefit Obligation of approximately $31 billion
Currently do not expect to make contributions through 2007*
Believe it is unlikely that any required contributions would have a
material impact on liquidity through 2010
Retiree Healthcare**
Provide benefits for approximately 182,000 retirees and dependents
Seeking legislative change increasing flexibility to use excess pension
assets to fund retiree healthcare
27
Balance Sheet (12/31/05)
Cash*
Debt
CY 2005 Income Statement
Revenue
Net Income
5 / $6
4 / $4
13 / $16
1 / $1
Amounts in billions
Combined:
Long dated maturities with over 60% of combined companys debt
maturing in or after 2010
Substantial deferred tax assets
Enhanced Financial Position
4 / $4
5 / $5
8 / $9
1 / $1
9 / $11
8 / $10
21 / $25
2 / $2
Alcatel
Lucent
Combined**
* Represents cash, cash equivalents and marketable securities
** Combined totals may not add due to rounding
28
Creating First True Global
Communications Solutions Provider
Patricia Russo
Chairman and CEO, Lucent Technologies
Key Take Aways: 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
NPV of cost synergies approximately 10 / $12 billion
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
30
Questions & Answers
Patricia Russo
Chairman and CEO, Lucent
Technologies
Serge Tchuruk
Chairman and CEO, Alcatel
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, a final prospectus and related materials to register the Alcatel American
Depositary Shares (ADSs), 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 security holders 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 Information Statement/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 Information Statement/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 Boétie, 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 Lucents 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 SECs 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 Alcatels information statements for its 2005 Assemblée Générale Mixte Ordinaire Et Extraordinaire. These
documents are
available from Alcatel by contacting Investor
Relations at www.alcatel.com, by mail
to [54, rue La Boétie, 75008 Paris, France] or by telephone at [33-1-
40-76-10-10].
Forward-Looking Statement Disclosure
Creating the Global Leader
in
Communications Solutions
33