Alcatel-Lucent : Alcatel-Lucent :Alcatel-Lucent announces tender offers to purchase certain Euro-denominated securities

  Alcatel-Lucent : Alcatel-Lucent :Alcatel-Lucent announces tender offers to
                 purchase certain Euro-denominated securities

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT INTHE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDINGPUERTO
RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLANDAND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OFAMERICA OR THE
DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S.
PERSON. (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

Alcatel-Lucent (the Company) announces today its invitation to eligible
holders of its outstanding:
(a) €462,013,000 6.375 per cent. Notes due 2014 (ISIN: FR0010070805) (the 2014
Notes);
(b) €999,999,999.29 5.00 per cent. Bonds convertible into and/or exchangeable
for new or existing
Alcatel-Lucent shares due January 1, 2015 (ISIN: FR0010798371) (the 2015
Notes); and
(c) €500,000,000 8.50 per cent. Senior Notes due 2016 (ISIN: XS0564563921)
(the 2016 Notes and,
together with the 2014 Notes and 2015 Notes, the Notes and each a Series)
to tender such Notes for purchase by the Company for cash (each such
invitation an Offer and together, the
Offers).
The Offers are made on the terms and conditions contained in a tender offer
memorandum dated 30 April2013 (the Tender Offer Memorandum). Capitalised
terms not otherwise defined in this announcementhave the same meaning as
assigned to them in the Tender Offer Memorandum



                                                        Minimum  Amount
DFGDFG ISIN         OUTSTANDING NOMINAL     PURCHASE    Purchase subject to
                    AMOUNT                  PRICE       Price    the relevant
                                                                 Offer
2014   FR0010070805 €462,013,000            104.50 per  N/A      Any and all
Notes                                       cent.
                                                                 Subject as
                                                                 set out in
                                            To be               the Tender
                                            determined           Offer
                                            pursuant to          Memorandum,
2015                                        a                    an
Notes  FR0010798371 €999,999,999.29        Modified    €3.290   aggregate
                                            Dutch                nominal
                                            Auction              amount of
                                            Procedure1          2015
                                                                 Notes of up
                                                                 to
                                                                 €300,000,000
                                                                 Subject as
                                                                 set out in
                                                                 the Tender
                                                                 Offer
                                                                 Memorandum,
                                                                 an
                                                                 aggregate
                                                                 nominal
                                                                 amount of
                                            To be               2016
                                            determined           Notes of up
                                            pursuant to 106.00   to
2016   XS0564563921 €500,000,000           a           per      (a)
Notes                                       Modified    cent.    €750,000,000
                                            Dutch                less
                                            Auction              (b) the
                                            Procedure            aggregate
                                                                 nominal
                                                                 amount of
                                                                 2014 Notes
                                                                 and 2015
                                                                 Notes validly
                                                                 tendered and
                                                                 accepted by
                                                                 the
                                                                 Company
                                                            



1 Such 2015 Purchase Price to include approximately €0.062 in Accrued Interest
with respect to settlement on 21 May 2013.

Rationale For The Offers

The purpose of the Offers is to proactively manage upcoming redemptions of the
Company's debt.
Notes repurchased by the Company pursuant to the Offers will be cancelled and
will not be re-issued or
re-sold.

Any and All Offer for the 2014 Notes

The Company will pay the 2014 Purchase Price for the 2014 Notes validly
tendered and accepted by itfor purchase pursuant to the 2014 Offer as well as
an Accrued Interest Payment in respect of suchNotes.
If the Company decides to accept valid tenders of any 2014 Notes for purchase
pursuant to the 2014
Offer it will accept for purchase all of the 2014 Notes that are validly
tendered, with no pro ratascaling.
Details of the 2015 Offer and the 2016 Offer
The 2015 Purchase Price and the 2016 Purchase Price that the Company will pay
for each such Seriesof Notes validly tendered and accepted for purchase
pursuant to the relevant Offer will be determinedpursuant to a Modified Dutch
Auction Procedure. Holders of such Notes may submit Competitive
Offers or Non-Competitive Offers as further described in the Tender Offer
Memorandum.

The 2015 Purchase Price (expressed per Note of par value €3.23) will include
approximately €0.062 inAccrued Interest assuming that settlement occurs on 21
May 2013. If for any reason the Company failsto settle the 2015 Offer on 21
May 2013, the Company will in addition to the 2015 Purchase Price payan
additional accrued interest amount of approximately €0.00044 per Note of par
value €3.23 per day from and including 21 May to but excluding the actual date
of settlement of such 2015 Offer.
The Company proposes to accept for purchase up to €300,000,000, in aggregate
nominal amount of the 2015 Notes (the 2015 Maximum Acceptance Amount) validly
tendered for purchase pursuant to the
2015 Offer. The Company reserves the right, in its sole discretion, to accept
less than such amount of2015 Notes, or none of the 2015 Notes, for purchase
pursuant to the 2015 Offer.

Based on the liquidity of the 2015 Notes, the Company does not intend to
undertake a standingrepurchase order ("procédure de désintéressement") for
the 2015 Notes that remain outstandingfollowing completion of the 2015 Offer,
notwithstanding that up to 30 per cent. of the initial aggregate
nominal amount of the 2015 Notes may be accepted for purchase. The Company
nonetheless reservesthe right to undertake other offers in respect of the
2015 Notes at such times and on such terms as it
may determine (see "Risk Factors and Other Considerations - Other purchases or
redemptions of theNotes" in the Tender Offer Memorandum). However, if the
Company accepts for purchase between 20per cent. and 30 per cent. of the
initial aggregate nominal amount of the 2015 Notes upon completionof the 2015
Offer, and during any subsequent 12 month rolling period, the Company
repurchases 2015Notes representing in aggregate 10 per cent. or more of the
2015 Notes initially issued, the Companywill undertake to implement, within
two trading days of the completion of any such repurchaseresulting in an
aggregate of 10 per cent. of 2015 Notes having been repurchased over a 12
monthrolling period, a standing repurchase order for a period of at least
five consecutive trading days at a
repurchase price per 2015 Note equal to (i) the highest purchase price (less
accrued and unpaid interest)
of the purchases made by the Company over the last twelve months and (ii) the
accrued and unpaid
interest on the 2015 Note since the interest payment date preceding the
repurchase date until the
repurchase date.
If the Company decides to accept any 2016 Notes for purchase, the Company
proposes that the
aggregate nominal amount of the 2016 Notes (if any), which it will accept for
purchase pursuant to the
2016 Offer, will be an amount of up to €750,000,000 less the Series Acceptance
Amount applicable to
each of the 2014 Notes and the 2015 Notes, although the Company reserves the
right, in its sole
discretion, to accept less than such amount of 2016 Notes, or none of the 2016
Notes, for purchase
pursuant to the 2016 Offer.
The Company will pay the 2016 Purchase Price as well as an Accrued Interest
Payment in respect of
the 2016 Notes accepted for purchase.
Tenders of 2015 Notes and 2016 Notes may be subject to pro-rating in certain
circumstances as
described in the Tender Offer Memorandum.

Tender Instructions
In order to participate in and be eligible to receive the relevant Purchase
Price pursuant to the relevant
Offer, Noteholders must validly tender their Notes by delivering, or arranging
to have delivered on
their behalf, a valid Tender Instruction that is received by the Tender Agent
by 5.00 p.m. CET on 15
May 2013 (the Expiration Deadline). A separate Tender Instruction must be
completed on behalf of
each beneficial owner and in respect of each Series.
Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of the
relevant Series of no less than €1,000 in respect of the 2014 Notes, €3.23 in
respect of the 2015 Notes
and €50,000 in respect of the 2016 Notes, being the minimum denomination of
each respective Series,
and may thereafter be submitted in integral multiples of €1,000, in the case
of the 2016 Notes or the
minimum nominal amount in respect of the 2014 Notes and the 2015 Notes.

Tender Instructions will be irrevocable except in the limited circumstances
described in the TenderOffer Memorandum
Indicative Timetable
The times and dates below are indicative only.

Events                   Times and Dates
                       (All times are CET)

Commencement Date        30 April 2013
Expiration Deadline          5.00 p.m. 15 May 2013
Results Announcement Date   16 May 2013 at or around 11.00 a.m.
Settlement Date            21 May 2013

The above times and dates are subject to the right of the Company to extend,
re-open, amend, and/orterminate each of the Offers (subject to applicable law
and as provided in the Tender OfferMemorandum).

Whether or not the Offers are completed, the Company may, to the extent
permitted by applicable law,continue to acquire, from time to time during or
at any time after the Offers, Notes other than pursuantto the Offers upon
such terms and at such prices as they may determine, which could be for cash
orother consideration or otherwise, whether funded out of the Company's own
resources or throughsubsequent financing transactions, on terms more or less
favourable than those contemplated in the
relevant Offer(s).

Noteholders are advised to check with any bank, securities broker or other
intermediary through whichthey hold Notes when such intermediary would need
to receive instructions from a Noteholder in orderfor that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
ispermitted) revoke their instruction to participate in, each of the Offers
before the deadlines specified inthe Tender Offer Memorandum. The deadlines
set by any such intermediary and each Clearing Systemfor the submission of
Tender Instructions will be earlier than the relevant deadlines specified
above.

Announcements
Unless stated otherwise, announcements in connection with the 2014 Offer and
the 2016 Offer will bemade (i) by publication on the website of the
Luxembourg Stock Exchange at www.bourse.lu and (ii)by the delivery of notices
to the Clearing Systems for communication to Direct Participants.
Unlessstated otherwise, announcements in connection with the 2015 Offer will
be made public through theNotifying News Service(s), through the Clearing
Systems, on the Luxembourg Stock Exchange website
at www.bourse.lu and by way of a Euronext Paris notice. Such announcements may
also be found onthe relevant Reuters Insider screen and shall be made by the
issue of a press release to a Notifying
News Service. Copies of all such announcements, press releases and notices can
also be obtained uponrequest from the Tender Agent, the contact details for
which are below. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Noteholders are urged to contactthe Tender Agent for the relevant
announcements during the course of the Offers. In addition,Noteholders may
contact the Dealer Managers for information using the contact details below.

Further Information
Citigroup Global Markets Limited and Natixis have been appointed by the
Company to act as DealerManagers for the purposes of the Offers.

Citibank, N.A., London Branch has been appointed by the Company as Tender
Agent for the purposes of theOffers.

Requests for information in relation to the Offers should be directed to:

                  The Dealer Managers

Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com


Natixis
47 quai d'Austerlitz
75013 Paris
France
Telephone: +33 1 58 55 08 14 / +331 58 55 02 27
Attention: Liability Management Group
Email: alcatel-tender-offers@natixis.com

Requests for information in relation to delivery of Tender Instructions, and
for any documents ormaterials relating to the Offers should be directed to:
The Tender Agent
Citibank, N.A., London Branch
Citigroup Centre
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 (0) 20 7508 3867
Attention: Exchange Team
Email: exchange.gats@citi.com

Disclaimer
This announcement must be read in conjunction with the Tender Offer
Memorandum. Thisannouncement and the Tender Offer Memorandum contain
important information which should be readcarefully before any decision is
made with respect to the Offers. If any Noteholder is in any doubt as tothe
action it should take, it is recommended to seek its own financial advice,
including in respect of anytax consequences, from its stockbroker, bank
manager, solicitor, accountant or other independentfinancial or legal
adviser. Any individual or company whose Notes are held on its behalf by a
broker,dealer, bank, custodian, trust company or other nominee must contact
such entity if it wishes to tendersuch Notes pursuant to the relevant
Offer(s). None of the Company, the Dealer Managers or the Tender
Agent makes any recommendation whether Noteholders should tender Notes
pursuant to the Offers.
Offer And Distribution Restrictions
This announcement and the Tender Offer Memorandum do not constitute an
invitation to participate inthe Offers in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make suchinvitation or for
there to be such participation under applicable securities laws. The
distribution of this
announcement and the Tender Offer Memorandum in certain jurisdictions may be
restricted by law.Persons into whose possession this announcement and the
Tender Offer Memorandum comes arerequired by each of the Company, the Dealer
Managers and the Tender Agent to inform themselvesabout, and to observe, any
such restrictions.
United States
The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of themails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities ofa national
securities exchange of, the United States or to any U.S. Person (as defined in
Regulation S ofthe United States Securities Act of 1933, as amended (each a
U.S. Person)). This includes, but is notlimited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms ofelectronic
communication. The Notes may not be tendered in the Offers by any such use,
means,instrumentality or facility from or within the United States or by
persons located or resident in theUnited States or by, or by any person
acting for the account or benefit of, a U.S. Person. Accordingly,copies of
this announcement, the Tender Offer Memorandum and any other documents or
materialsrelating to the Offers are not being, and must not be, directly or
indirectly mailed or otherwisetransmitted, distributed or forwarded
(including, without limitation, by custodians, nominees ortrustees) in or
into the United States or to any persons located or resident in the United
States or to any
U.S. Person. Any purported tender of Notes in the Offers resulting directly or
indirectly from aviolation of these restrictions will be invalid and any
purported tender of Notes made by, or by anyperson acting for the account or
benefit of, a U.S. Person or by a person located in the United States orany
agent, fiduciary or other intermediary acting on a non-discretionary basis for
a principal givinginstructions from within the United States will be invalid
and will not be accepted.

Each holder of Notes participating in an Offer will represent that it is not a
U.S. Person, it is not locatedin the United States and is not participating
in such Offer from the United States, or it is acting on anon-discretionary
basis for a principal located outside the United States that is not giving an
order to
participate in such Offer from the United States and is not a U.S. Person. For
the purposes of this andthe above paragraph, United States means the United
States of America, its territories and possessions(including Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands), any state of the United States of America and the
District of Columbia.

Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any
other document ormaterials relating to the Offers have been submitted to the
clearance procedures of the CommissioneNazionale per le Società e la Borsa
(CONSOB) pursuant to Italian laws and regulations.
The Offers are being carried out in Italy as an exempted offers pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the Financial Services Act)and article 35-bis,
paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended
(theIssuer's Regulation), or, in the case of the Offer in respect of the 2015
Notes, article 35-bis, paragraph3 of the Issuer's Regulation.Holders or
beneficial owners of the Notes other than the 2015 Notes that are located in
Italy can tenderNotes for purchase in the Offers through authorised persons
(such as investment firms, banks orfinancial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance withthe
Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as
amended fromtime to time, and Legislative Decree No. 385 of September 1,
1993, as amended) and in compliancewith applicable laws and regulations or
with requirements imposed by CONSOB or any other Italianauthority.
In the case of the 2015 Notes, the relevant Offer can be addressed to
investors located in Italy thatqualify as qualified investors (investitori
qualificati), as defined pursuant to Article 100 of the FinancialServices Act
and Article 34-ter, paragraph 1, letter b) of the Issuer's Regulation.
Holders or beneficialowners of the 2015 Notes that are located in Italy and
qualify as qualified investors (investitoriqualificati) can tender the 2015
Notes for purchase through authorised persons and in compliance
withapplicable laws and regulations or with requirements imposed by CONSOB or
any other Italianauthority.Each intermediary must comply with the applicable
laws and regulations concerning information dutiesvis-à-vis its clients in
connection with the Notes or the Offers.

United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any
other documents ormaterials relating to the Offers is not being made and such
documents and/or materials have not beenapproved by an authorised person for
the purposes of section 21 of the Financial Services and MarketsAct 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not bepassed on to, the general public in the United Kingdom. The
communication of such documents and/ormaterials as a financial promotion is
only being made to those persons in the United Kingdom fallingwithin the
definition of investment professionals (as defined in Article 19(5) of the
Financial Servicesand Markets Act 2000 (Financial Promotion) Order 2005 (the
Financial Promotion Order)) orpersons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom itmay otherwise
lawfully be made under the Financial Promotion Order.

France
The Offers are not being made, directly or indirectly, to the public in the
Republic of France (France).Neither this announcement, the Tender Offer
Memorandum nor any other document or materialrelating to the Offers has been
or shall be distributed to the public in France and only (i) providers
ofinvestment services relating to portfolio management for the account of
third parties (personnesfournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii)qualified investors
(investisseurs qualifiés) other than individuals, all as defined in, and in
accordancewith, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the
French Code monétaire et financier, areeligible to participate in the Offers.
This announcement and the Tender Offer Memorandum have notbeen and will not
be submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium
In Belgium, the Offers will not, directly or indirectly, be made to, or for
the account of, any personother than to qualified investors referred to in
Article 10, § 1 of the Belgian act on the public offeringof investment
instruments and the admission of investment instruments to trading on
regulated markets
dated 16 June 2006 (the Belgian Prospectus Act) or registered as such in
accordance with the RoyalDecree of 26 September 2006 on the extension of the
concept of qualified investors and on the conceptof institutional investors
or professional investors (the Belgian Royal Decree), each acting on their own
account. This announcement, the Tender Offer Memorandum or any other
documentation or materialrelating to the Offer have not been and will not be
submitted to the Financial Services and MarketsAuthority for approval.
Accordingly, in Belgium, the Offers may not be made by way of a public offer
within the meaning of article 3 of the Belgian act on public takeover offers
dated 1 April 2007 (theBelgian Takeover Act) (as amended or supplemented, in
each case, inter alia, by royal decree).Therefore, the Offers may not be
promoted vis-à-vis, and are not being made to, any person in Belgium
other than qualified investors within the meaning of article 10, § 1 of the
Belgian Prospectus Act (asamended, inter alia, by royal decree) that are
acting for their own account. This announcement, theTender Offer Memorandum
and any other documentation or material relating to the Offers
(includingmemorandums, information circulars, brochures or similar documents)
have not been forwarded ormade available to, and are not being forwarded or
made available to, directly or indirectly, any suchperson. With regard to
Belgium, this announcement and the Tender Offer Memorandum has
beentransmitted only for person use by the aforementioned qualified investors
and only for the purpose ofthe Offers. Accordingly, the information contained
in this announcement and the Tender OfferMemorandum may not be used for any
other purpose or be transmitted to any other person in Belgium.
Switzerland
The Offers do not constitute public offerings of securities pursuant to
article 652a or article 1156 of theSwiss Federal Code of Obligations. The
information presented in this announcement and the TenderOffer Memorandum
does not necessarily comply with the information standards set out in the
SIXSwiss Exchange listing rules.GeneralThis announcement and the Tender
Offer Memorandum do not constitute an offer to buy or thesolicitation of an
offer to sell Notes (and tenders of Notes in the Offers will not be accepted
fromNoteholders) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictionswhere the securities, blue sky or other laws
require the Offers to be made by a licensed broker or dealerand any of the
Dealer Managers or any of the Dealer Managers' affiliates is such a licensed
broker ordealer in any such jurisdiction, such Offers shall be deemed to be
made by such Dealer Manager oraffiliate, as the case may be, on behalf of the
Company in such jurisdiction.In addition to the representations referred to
above in respect of the United States, each Noteholderparticipating in the
Offers will also be deemed to give certain representations in respect of the
otherjurisdictions referred to above and generally as set out in the Tender
Offer Memorandum. Any tenderof Notes for purchase pursuant to the Offers from
a Noteholder that is unable to make theserepresentations will not be
accepted. Each of the Company, the Dealer Managers and the Tender
Agentreserves the right, in its absolute discretion, to investigate, in
relation to any tender of Notes forpurchase pursuant to an Offer, whether any
such representation given by a Noteholder is correct and, ifsuch
investigation is undertaken and as a result the Company determines (for any
reason) that suchrepresentation is not correct, such tender shall not be
accepted.
Alcatel-Lucent announces tender offers to purchase

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Source: Alcatel-Lucent via Thomson Reuters ONE
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