Only weeks before Alcatel and Lucent Technologies shareholders will vote on whether to approve the merger of their two companies, some analysts are growing skeptical of the combination.

Dresdner Kleinwort analyst Per Lindberg claimed in a research note this week that Lucent’s pension plan could be underfunded by as much as $5 billion, which would make the company 40% to 50% more expensive than currently believed. That could prompt Alcatel shareholders, who will vote on the merger next month, to press for better terms on the deal, Lindberg said.

At the end of the June quarter, Lucent reported $34 billion in pension assets, the same as it did at the end of September, when its pension obligations were $31.3 billion. The terms of the merger require the value of those assets to be at least $28 billion at the end of the month before the merger closes.

A Lucent spokesperson said the company has complete confidence that the merger will close before the end of the year.

Joe Chiasson, an analyst who covers Lucent for Susquehanna Financial Group, is skeptical of the notion that either Lucent’s pension or retiree health care obligations could threaten the merger itself, as those issues aren’t new. But he does wonder if the disappointing quarterly financial results Lucent has reported since the merger was announced will stir objections among Alcatel shareholders.

“I’ve been amazed nobody from the Alcatel side has stood up and said, ‘What are we getting ourselves into?’” Chiasson said.

Lucent reported a 79% drop in profits in the June quarter resulting largely from a drop in spending on wireless gear among North American customers.

Another potential concern for Alcatel, Chiasson added, is Sprint’s announcement last week of plans for a major WiMax initiative. “It’s yet another major CDMA service provider migrating away from CDMA,” he said. “To the extent Lucent’s crown jewel is CDMA, that’s got to leave Alcatel shareholders wondering what exactly they’re getting out of this deal.”

Sprint says it is not abandoning CDMA, having recently announced plans to upgrade its CDMA EV-DO network to higher speed EV-DO Revision A. And the Lucent spokesperson insists the WiMax announcement in no way changes its relationship with Sprint as “a committed CDMA partner.”

During Alcatel’s quarterly earnings call last month, chief executive Serge Tchuruk expressed unshakable confidence in the merger. When asked what the company would do if the merger doesn’t close, Tchuruk replied, “I don’t even want to think about a Plan B. I’m so convinced the Lucent merger the right thing to do, I’d be very surprised if investors didn’t buy it. Plan B is not something we have even thought about.”

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