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  • The Splice That Binds Two Giants

    Spartanburg Herald Journal , SC
    March 25 2006

    The Splice That Binds Two Giants

    By KEN BELSON
    New York Times
    Published March 25, 2006

    This article was reported by Ken Belson, James Kanter and Andrew Ross
    Sorkin and was written by Mr. Belson.

    For Patricia F. Russo, pulling Lucent Technologies back from the
    brink of bankruptcy has not been enough.

    As chairman and chief executive of the company, the nation's biggest
    telecommunications equipment maker, she has been under pressure for
    the last two years to find a long-term solution for its troubles. On
    Thursday, it became clear that a $13.6 billion deal with Alcatel of
    France itself a survivor that has made a comeback in the turbulent
    global telecommunications industry was perhaps the only viable option
    left.

    Ms. Russo, who took the helm at Lucent in 2002, defied skeptics by
    returning the company to profitability by cutting thousands of jobs,
    eliminating billions of dollars in debt and promoting wireless
    technology. But righting a ship and driving it full steam ahead are
    two very different things.

    For all her efforts, Ms. Russo has been outflanked by her competitors
    who moved faster into new fiber optic technologies and by rapid
    consolidation among her customers in the phone industry. Under these
    circumstances, many analysts have predicted that it was only a matter
    of when, not whether, Ms. Russo would seek a merger. The transaction,
    which the companies characterized as a merger of equals, could be
    announced as soon as Monday.

    But no matter how the deal is labeled on Wall Street or in
    Washington, the new entity will face many hurdles. The
    telecommunications landscape has been swept by ever larger mergers
    including AT&T's plan to buy BellSouth, announced this month creating
    fewer clients with more leverage to demand cheaper equipment prices.

    At the same time, up-and-comers from Asia like Huawei have been
    cutting prices steeply to break into new markets. These newcomers
    have been able to compete with old-line manufacturers because of the
    broad shift toward equipment that runs on open standards, not the
    proprietary technology sold by Lucent, Nortel and others.

    This shift has allowed AT&T and other big carriers to sidestep Lucent
    and buy equipment directly from low-cost makers in places like Taiwan
    or China.

    Still, analysts and investors were upbeat about the merger because by
    teaming up, the companies could reduce their costs by consolidating
    some of their operations. For Alcatel, a merger would bring Lucent's
    very profitable C.D.M.A. wireless technology used by Verizon
    Wireless, Sprint Nextel and others. Alcatel could take advantage of
    Lucent's long relationships with the Bell companies. The companies
    could also combine their fiber optic units and perhaps gain enough
    power in the market to reverse the long decline in prices. Lucent
    shares rose 24 cents, to close at $3.06 yesterday. The deal is not
    expected to include a premium on Lucent's market value. Alcatel's
    American depository receipts rose 25 cents, to close at $15.70.

    The details of the possible deal continued to trickle out early
    yesterday.

    Ms. Russo, 53, would be chief executive of the combined company,
    people close to the discussions said. The enlarged entity would have
    its "executive office" in Paris, though it would continue to have
    major operations in both the United States and France. Its board
    would be split evenly between the merger partners.

    Alcatel is not a new player in the North American market. In fact,
    since the mid-1980's it has considered itself more of a global
    company than a French one, even adopting English as the official
    language for its multinational staff.

    Most notably, Alcatel, like Lucent, has had to recover from a dire
    business downturn just a few years ago. The company, led by Serge
    Tchuruk, 68, an English-speaking French citizen of Armenian heritage
    who became chairman and chief executive of Alcatel in 1995, has also
    cut thousands of jobs in recent years.

    In 1998, Mr. Tchuruk got a harsh lesson when the stock plunged 38
    percent in a day after he said earnings would miss analysts'
    estimates. He began cutting costs and focusing on the core
    businesses. The global work force, once 115,700, is now 58,000, with
    most of the layoffs outside France.

    Mr. Tchuruk, who is expected to retire as chief executive in May and
    remain as nonexecutive chairman, also shed unprofitable divisions
    like mobile phones to focus on network sales to developing markets
    and sales of high-speed Internet equipment and digital subscriber
    lines.

    Those efforts, many analysts say, allowed Alcatel to survive when the
    telecommunications sector crashed in 2000. In 2005, Alcatel recorded
    net profit of about $1.12 billion.

    The company generates 15 percent of its sales in North America and 15
    percent in Asia, compared with 12 percent in France. Only one French
    company France Télécom is among its 10 biggest customers.

    Analysts said the two companies, which had merger talks in 2001, were
    a good fit, combining the growing reach of Alcatel in
    developing-world markets and its leadership in broadband equipment,
    fiber optic networks and Internet television with Lucent's strength
    in the wireless equipment market in the United States, where Alcatel
    is seeking growth.

    Lucent, under Ms. Russo's direction, has also pushed forward with
    next-generation technology like IP Multimedia Subsystem, or I.M.S.,
    which is intended to integrate wireless and fixed-line networks. AT&T
    and Cingular, for instance, have signed contracts to work with
    Lucent.

    "I look at the deal with Alcatel and I think it's chocolate and
    peanut butter, they fit so perfectly," said Paul Sagawa, who covers
    Lucent for Sanford C. Bernstein, an investment research company, in
    New York.

    A merger with Alcatel would be the final unraveling of Lucent, a
    highflier whose stock once traded over $63 a share, in 1999. It has
    been through so much already, including losing more than two-thirds
    of its revenue since 1999.

    With its customers the Bell companies and the big wireless carriers
    consolidating, "the only way to respond is not to compete but to
    merge," said Richard Nespola, the chairman and president of the
    Management Network Group, a telecommunications consultant.

    The merger would not necessarily mean significant job cuts at Lucent,
    analysts said, because deep cuts could potentially harm Lucent's
    leadership in the wireless equipment market and its long
    relationships with the Bell companies. Any future layoffs, they said,
    would probably be at headquarters rather than in operational jobs.

    On Lucent's sprawling corporate campus in Murray Hill, N.J., Lucent
    employees were adopting a wait-and-see attitude about the merger.

    Sophia Tsai, who works in the new- product introduction department,
    said she had received an e-mail message from Ms. Russo, discussing
    the possible merger without going into detail.

    Ms. Tsai, like others interviewed, recognized that the merger could
    mean layoffs and department mergers.

    "It is possible that this is a merger of equals, and Lucent will
    remain in control," she said. "We have a strong leadership here.
    There might be some changes. It depends on who takes the lead."

    George M. Calhoun, a professor at the Stevens Institute of
    Technology, said that "looking at the size of both companies, there's
    no doubt Alcatel will be the Daimler and Lucent will be the
    Chrysler."

    But, he added, "keeping Pat in her position will reassure" Lucent's
    customers who are "scratching their heads whether they are going to
    have to deal with new people. "

    Mr. Calhoun also said that naming Ms. Russo as chief executive of the
    proposed merged company might give Alcatel access to government
    contracts that foreign companies were typically prohibited from
    bidding on.

    But Steve Kamman, an analyst at CIBC World Markets, said regulators
    and lawmakers could have "serious concerns" about an Alcatel-Lucent
    deal because Bell Labs, Lucent's research arm, has worked closely
    with various security agencies. This could lead to a long and
    potentially contentious approval process, he said.

    A Lucent spokesman, William Price, said company executives were not
    available for comment yesterday.

    Over all, nearly half of Lucent's revenue now comes from wireless
    equipment, up from 37 percent two years ago. At the same time, sales
    from wireline equipment have been shrinking and now make up a quarter
    of revenue, down from 37 percent in 2003. As for new products like
    I.M.S. technology, which Lucent hopes to rely on, the markets are not
    large and may take years to grow.

    In the meantime, Mr. Kamman said, "the whole industry is a
    fixer-upper." Ten years ago, he said, "this would have been
    earth-shattering, but the forces in play are so enormous that this
    merger is underwhelming."
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