Nokia CorporationStock Exchange ReleaseApril 3, 2017 at 9:30
(CET +1)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER
JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW.
Final results of the tender offer: Nokia Solutions and
Networks completes the offer with a holding exceeding 90% of all
Comptel shares and votes and opens a subsequent offer
period
Espoo, Finland - The offer period under the recommended public
cash tender offer by Nokia Solutions and Networks Oy (the
"Offeror"), a wholly-owned indirect subsidiary of Nokia
Corporation, to purchase all of the issued and outstanding shares
and option rights of Comptel Corporation ("Comptel") that
are not owned by Comptel or any of its subsidiaries (the "Tender
Offer") expired on March 29, 2017.
According to the final results of the Tender Offer, the shares
tendered in the Tender Offer, together with Comptel shares acquired
by the Offeror through market purchases, represent approximately
90.51% of all the shares and votes in Comptel (excluding the
treasury shares held by Comptel) and approximately 85.30% of all
the shares and votes of Comptel on a fully diluted basis as defined
in the offer document for the Tender Offer. In addition, 89.34% of
Comptel's 2014 option rights and all of Comptel's 2015 option
rights have been tendered in the Tender Offer. Consequently, as the
Offeror's ownership in Comptel exceeds nine-tenths (9/10) of the
shares and voting rights in Comptel, the Offeror is entitled to
redeem the remaining Comptel shares under the Finnish Limited
Liability Companies Act.
According to the terms and conditions of the Tender Offer, the
completion of the Tender Offer is subject to more than 90% of all
the shares in Comptel, together with any other Comptel shares
acquired by the Offeror or Nokia Corporation, on a fully diluted
basis (as defined in the offer document for the Tender Offer),
having been tendered in the Tender Offer (the "Minimum
Acceptance Condition"). As the Offeror's holding will not
exceed the fully diluted 90% threshold as defined in the Minimum
Acceptance Condition, the Offeror has decided to waive the Minimum
Acceptance Condition. As the Minimum Acceptance Condition has been
waived and all other conditions to completion are satisfied, the
Offeror will complete the Tender Offer in accordance with its terms
and conditions. The completion trades will be settled and the offer
consideration will be paid to the shareholders and holders of
option rights who have validly accepted the Tender Offer in
accordance with the terms and conditions of the Tender Offer on or
about April 6, 2017.
In order to allow the remaining shareholders and holders of
option rights the possibility to still accept the Tender Offer, the
Offeror has decided to extend the offer period by a subsequent
offer period in accordance with the terms and conditions of the
Tender Offer (the "Subsequent Offer Period"). The Subsequent
Offer Period will commence on April 4, 2017 and expire on April 19,
2017. During the Subsequent Offer Period, the Tender Offer can be
accepted in accordance with the acceptance procedure described in
the terms and conditions of the Tender Offer. The acceptance will
be binding and cannot be withdrawn. Further instructions can be
obtained from any branch office of Nordea Bank AB (publ), Finnish
branch.
The Offeror will announce the preliminary percentage of the
shares and option rights validly tendered during the Subsequent
Offer Period on or about April 20, 2017 and the final percentage on
or about April 24, 2017. The offer consideration for the shares and
option rights validly tendered during the Subsequent Offer Period
will be paid to the shareholders and holders of option rights on or
about April 27, 2017 in accordance with the payment procedures
described in the terms and conditions of the Tender Offer.
It is the Offeror's intention to acquire all the shares and
option rights in Comptel. As the Offeror's ownership in Comptel
exceeds nine-tenths (9/10) of the shares and voting rights in
Comptel after the settlement of the shares tendered in the Tender
Offer, the Offeror intends to initiate compulsory redemption
proceedings for the remaining Comptel shares under the Finnish
Limited Liability Companies Act as well as the redemption of the
remaining option rights in accordance with their terms and
conditions.
The Offeror or Nokia Oyj may purchase shares and option rights
in Comptel also in public trading on Nasdaq Helsinki or otherwise
at a price not exceeding the offer price of EUR 3.04 per share and
at a price not exceeding the offer price for the option rights as
follows: EUR 2.56 for each 2014A option right, EUR 2.16 for each
2014B option right and EUR 1.53 for each 2014C option right.
Media Enquiries:NokiaCommunicationsPhone: +358 (0) 10 448
4900E-mail: press.services@nokia.com
Investor Enquiries:NokiaInvestor RelationsPhone: + 358 40
803 4080E-mail: investor.relations@nokia.com
About NokiaNokia is a global leader innovating the
technologies at the heart of our connected world. Powered by the
research and innovation of Nokia Bell Labs, we serve communications
service providers, governments, large enterprises and consumers,
with the industry's most complete, end-to-end portfolio of
products, services and licensing.
From the enabling infrastructure for 5G and the Internet of
Things, to emerging applications in virtual reality and digital
health, we are shaping the future of technology to transform the
human experience. www.nokia.com
About ComptelLife is digital moments. Comptel perfects
these by transforming how you serve, meet and respond to the needs
of "Generation Cloud" customers.Our solutions allow you to innovate
rich communications services instantly, master the orchestration of
service and order flows, capture data-in-motion and refine your
decision-making. We apply intelligence to reduce friction in your
business.
Comptel has enabled the delivery of digital and communications
services to more than 2 billion people. Every day, we care for more
than 20% of all mobile usage data. Nearly 300 service providers
across 90 countries have trusted us to perfect customers' digital
moments. For more information, visit www.comptel.com.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER
JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW.
FORWARD-LOOKING STATEMENTSIt should be noted that Nokia and its
businesses are exposed to various risks and uncertainties and
certain statements herein that are not historical facts are
forward-looking statements, including, without limitation, those
regarding: A) our ability to integrate Alcatel Lucent into our
operations and achieve the targeted business plans and benefits,
including targeted synergies in relation to the acquisition of
Alcatel Lucent; B) expectations, plans or benefits related to our
strategies and growth management; C) expectations, plans or
benefits related to future performance of our businesses; D)
expectations, plans or benefits related to changes in
organizational and operational structure; E) expectations regarding
market developments, general economic conditions and structural
changes; F) expectations and targets regarding financial
performance, results, operating expenses, taxes, currency exchange
rates, hedging, cost savings and competitiveness, as well as
results of operations including targeted synergies and those
related to market share, prices, net sales, income and margins; G)
timing of the deliveries of our products and services; H)
expectations and targets regarding collaboration and partnering
arrangements, joint ventures or the creation of joint ventures, as
well as our expected customer reach; I) outcome of pending and
threatened litigation, arbitration, disputes, regulatory
proceedings or investigations by authorities;J) expectations
regarding restructurings, investments, uses of proceeds from
transactions, acquisitions and divestments and our ability to
achieve the financial and operational targets set in connection
with any such restructurings, investments, divestments and
acquisitions, including our expectations, intentions and targets
related to the acquisition of Comptel, the extension of the offer
period for the tender offer and squeeze-out of the remaining
shares; and K) statements preceded by or including "believe,"
"expect," "anticipate," "foresee," "sees," "target," "estimate,"
"designed," "aim," "plans," "intends," "focus," "continue,"
"project," "should," "will" or similar expressions.
These statements are based on management's best assumptions and
beliefs in light of the information currently available to it.
Because they involve risks and uncertainties, actual results may
differ materially from the results that we currently expect.
Factors, including risks and uncertainties that could cause these
differences include, but are not limited to: 1) our ability to
execute our strategy, sustain or improve the operational and
financial performance of our business and correctly identify and
successfully pursue business opportunities or growth; 2) our
ability to achieve the anticipated benefits, synergies, cost
savings and efficiencies of the acquisition of Alcatel Lucent, as
well as the benefits of the acquisition of Comptel, and our ability
to implement our organizational and operational structure
efficiently; 3) general economic and market conditions and other
developments in the economies where we operate; 4) competition and
our ability to effectively and profitably compete and invest in new
competitive high-quality products, services, upgrades and
technologies and bring them to market in a timely manner; 5) our
dependence on the development of the industries in which we
operate, including the cyclicality and variability of the
information technology and telecommunications industries; 6) our
global business and exposure to regulatory, political or other
developments in various countries or regions, including emerging
markets and the associated risks in relation to tax matters and
exchange controls, among others; 7) our ability to manage and
improve our financial and operating performance, cost savings,
competitiveness and synergies after the acquisition of Alcatel
Lucent and the acquisition of Comptel; 8) our dependence on a
limited number of customers and large multi-year agreements; 9) our
exposure to direct and indirect regulation, including economic or
trade policies, and the reliability of our governance, internal
controls and compliance processes to prevent regulatory penalties
in our business or in our joint ventures; 10) our exposure to
various legislative frameworks and jurisdictions that regulate
fraud and enforce economic trade sanctions and policies, and the
possibility of proceedings or investigations that result in fines,
penalties or sanctions; 11) the potential complex tax issues, tax
disputes and tax obligations we may face in various jurisdictions,
including the risk of obligations to pay additional taxes; 12) our
actual or anticipated performance, among other factors, which could
reduce our ability to utilize deferred tax assets; 13) our ability
to retain, motivate, develop and recruit appropriately skilled
employees; 14) disruptions to our manufacturing, service creation,
delivery, logistics and supply chain processes, and the risks
related to our geographically-concentrated production sites; 15)
the impact of litigation, arbitration, agreement-related disputes
or product liability allegations associated with our business; and
16) our ability to achieve targeted benefits from or successfully
implement planned transactions, including the acquisition of
Comptel, as well as the liabilities related thereto, as well as the
risk factors specified on pages 67 to 85 of our annual report on
Form 20-F under "Operating and financial review and Prospects-Risk
factors", and in our other filings with the U.S. Securities and
Exchange Commission. Other unknown or unpredictable factors or
underlying assumptions subsequently proven to be incorrect could
cause actual results to differ materially from those in the
forward-looking statements. We do not undertake any obligation to
publicly update or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to
the extent legally required.
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN
ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN
PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN,
AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS
SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY
ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER
DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS
PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR
REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN
PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS
WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO
OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN
PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY
ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF
INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL
SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE
ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR
INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, SOUTH AFRICA OR HONG KONG.
THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS
RELATING TO THE TENDER OFFER ARE FOR DISTRIBUTION IN THE UNITED
KINGDOM ONLY TO PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMENDED, THE "FINANCIAL PROMOTION ORDER"), (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.") OF THE FINANCIAL
PROMOTION ORDER, (III) ARE PERSONS FALLING WITHIN ARTICLE 43 OF THE
FINANCIAL PROMOTION ORDER, (IV) ARE OUTSIDE THE UNITED KINGDOM, OR
(V) ARE PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN
INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE
ISSUE OR SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE
COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS STOCK
EXCHANGE RELEASE AND THE TENDER OFFER AND THE MATERIALS RELATING
THERETO ARE DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS STOCK EXCHANGE
RELEASE RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
Nokia (NYSE:NOK)
Historical Stock Chart
From Mar 2024 to Apr 2024
Nokia (NYSE:NOK)
Historical Stock Chart
From Apr 2023 to Apr 2024