Alcatel-Lucent : Repurchase of 11.97% of the 2011 OCEANEs


PARIS, September 2 /PRNewswire/ --

- Not for Publication, Release or Distribution Directly or 
Indirectly in Canada, Australia or Japan

Concurrently with the offering of bonds convertible into
and/or exchangeable for new or existing shares of Alcatel-Lucent (the
"Bonds") on September 2, 2009, Alcatel-Lucent (Euronext Paris and NYSE: ALU)
announced its intention to repurchase 2011 OCEANEs, up to a maximum amount of
EUR204.5 millions, being 20 % of 2011 OCEANEs initially issued and currently
outstanding, depending on indications of interest in selling received as part
of a reverse bookbuilding process exclusively for persons or entities outside
the United States of America. The bookbuilding for the Bonds and the reverse
bookbuilding for the repurchase of the 2011 OCEANEs are independent from one
another. Allotments of Bonds are not subject to the indications of interest
from holders of the 2011 OCEANEs in selling such OCEANEs.

At the end of this process, Alcatel-Lucent will repurchase, in
off-market transactions, exclusively from persons or entities outside the
United States of America, 7,565,882 2011 OCEANEs for a total amount of
EUR126,350,229.40, being 11.97% of 2011 OCEANEs initially issued and
currently outstanding, at the price determined at the end of this process,
i.e., EUR16.70 per 2011 OCEANE including accrued interest. This repurchase
will occur after the close of Euronext Paris, on September 11, 2009 (being
the trading day following the settlement and delivery date of the Bonds which
will occur on September 10, 2009 according to the indicative timetable) and
subject to the condition precedent of such settlement and delivery.

In the event that the Bonds are not issued, Alcatel-Lucent
would not repurchase the 2011 OCEANEs. The Bonds would not be issued in the
event of the termination of or default relating to the underwriting agreement
entered into in connection with the offering of the Bonds.

The repurchased 2011 OCEANEs will be cancelled as provided in
their issue contract and pursuant to law.

This press release does not constitute an offering, and the
offering of the Bonds is not a public offering in any jurisdiction except in
France, subject to the following:

In France:

- the Bonds were initially offered only in a private placement
      in accordance with article L. 411-2-II of the French Monetary and 
      Financial Code;

    - Following such placement and the fixing of the final terms
      of the offering, a visa will be requested from the French Autorite des
      marches financiers (the "AMF") on the offering circular (prospectus). 
      Upon receipt of such visa, the Bonds will be offered to the public in 
      France during the following three trading days.

Disclaimer

This press release must not be published, released or
distributed, directly or indirectly, in Canada, Japan or Australia.

This press release and the information contained herein do not
constitute an offer to sell or subscribe, nor the solicitation of an order to
purchase or subscribe, securities in the United States or in any other
country. In particular, securities may not be offered or sold in France
absent a prospectus approved by the AMF. The release, publication or
distribution of this press release in certain jurisdictions may be restricted
by laws or regulations. Therefore, persons in such jurisdictions into which
this press release is released, published or distributed must inform
themselves about and comply with such laws or regulations.

The offer and sale of the Bonds in France were first carried
out in a private placement in accordance with article L.411-2-II of the
French Monetary and Financial Code. The offer will be made to the public in
France only after the granting of the "visa" by the AMF on the prospectus.

With respect to the member States of the European Economic
Area, other than France, which have implemented the Directive EC/2003/71
called the "Prospectus Directive" (each, a "relevant member State"), no
action has been undertaken or will be undertaken to make an offer to the
public of the Bonds requiring a publication of a prospectus in any relevant
member State. As a result, the Bonds may only be offered in relevant member
States:

(I) to legal entities which are authorised or regulated to
operate in the financial markets or, if not so authorised or regulated, whose
corporate purpose is solely to place securities;

(II) to any legal entity which has two or more of the
following criteria: (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than EUR 43 million; and
(3) an annual net turnover of more than EUR 50 million, as per its last
annual or consolidated accounts;

(III) in any other circumstances, not requiring the issuer to
publish a prospectus as provided under article 3(2) of the prospectus
directive.

The securities referred to in this press release have not been
and will not be registered under the U.S. Securities Act of 1933, as amended
("US Securities Act"), and may not be offered or sold in the United States
absent registration or an exemption from registration under the US Securities
Act. Alcatel-Lucent does not intend to register any portion of the planned
offering in the United States or to conduct a public offering of securities
in the United States.

This press release is not an invitation nor an inducement to
engage in investment activity for the purpose of Section 21 of the Financial
Services and Markets Act 2000, as amended ("FSMA"). This press release is
directed only at (i) persons outside the United Kingdom; or (ii) persons in
the United Kingdom that are "qualified investors" within the meaning of
Section 86(7) of FSMA that are also (a) persons authorised under FSMA or
otherwise having professional experience in matters relating to investments
and qualifying as investment professionals under article 19 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Financial Promotion Order"); or (b) high net worth companies,
unincorporated associations and other persons to whom article 49(2) (a) to
(d) of the Financial Promotion Order applies; or (c) any other persons to
whom this press release for the purposes of Section 21 of FSMA can otherwise
lawfully be made available (all such persons together being referred to as
"Relevant Persons"). Any person in the United Kingdom that is not a Relevant
Person should not act or rely on this press release. The securities referred
to in this press release or any investment or controlled activity to which
such securities relate are only available to, and will be engaged in only
with, Relevant Persons.

About Alcatel-Lucent

Alcatel-Lucent (Euronext Paris and NYSE: ALU) is the trusted partner of
service providers, enterprises and governments worldwide, providing solutions
to deliver voice, data and video communication services to end-users. A
leader in fixed, mobile and converged broadband networking, IP technologies,
applications and services, Alcatel-Lucent leverages the unrivalled technical
and scientific expertise of Bell Labs, one of the largest innovation
powerhouses in the communications industry. With operations in more than 130
countries and the most experienced global services organization in the
industry, Alcatel-Lucent is a local partner with a global reach.
Alcatel-Lucent achieved revenues of Euro 16.98 billion in 2008 and is
incorporated in France, with executive offices located in Paris. For more
information, visit Alcatel-Lucent on the Internet:
http://www.alcatel-lucent.com

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