Nokia CorporationStock Exchange ReleaseFebruary 23, 2017 at
XX.00 (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.
Nokia Solutions and Networks' tender offer for all
issued and outstanding shares and option rights in Comptel
commences on February 27, 2017
Espoo, Finland - Nokia Corporation ("Nokia")
and Comptel Corporation ("Comptel") announced on February 9, 2017
that they had on February 8, 2017 entered into a transaction
agreement under which Nokia, through its wholly-owned indirect
subsidiary Nokia Solutions and Networks Oy (the
"Offeror"), undertook to make a voluntary public
cash tender offer to purchase all of the issued and outstanding
shares and option rights in Comptel that are not owned by Comptel
or any of its subsidiaries (the "Tender
Offer").
The Finnish Financial Supervisory Authority has today approved
the tender offer document relating to the Tender Offer (the
"Tender Offer Document"). The acceptance period
under the Tender Offer will commence on February 27, 2017 at 9:30
a.m. Finnish time and expire on March 29, 2017 at 4:00 p.m. Finnish
time (the "Offer Period"). The Offeror reserves
the right to extend the Offer Period in accordance with the terms
and conditions of the Tender Offer.
The price offered for each share validly tendered in the Tender
Offer is EUR 3.04 in cash (the "Share Offer
Price"). The price offered for option rights validly
tendered in the Tender Offer is EUR 2.56 in cash for each 2014A
option right, EUR 2.16 in cash for each 2014B option right, EUR
1.53 in cash for each 2014C option right, EUR 2.15 in cash for each
2015A option right and EUR 2.15 in cash for each 2015B option right
(the "Option Right Offer Price").
The Board of Directors of Comptel unanimously recommends that
the holders of shares and option rights accept the Tender Offer.
Shareholders representing approximately 48.3 percent of all the
shares and votes in Comptel have subject to certain customary
conditions irrevocably undertaken to accept the Tender
Offer.
The Tender Offer Document will be available in Finnish from
February 27, 2017 onwards at the branch offices of Nordea Bank AB
(publ), Finnish Branch, at Nasdaq Helsinki, Fabianinkatu 14,
FI-00130 Helsinki, Finland, and at Offeror's headquarters at
Karaportti 3, FI-02610 Espoo, Finland, and the electronic version
of the Tender Offer Document will be available in Finnish from
February 24, 2017 onwards online at www.nordea.fi/osakkeet,
www.comptel.com/nokia-tender-offer and
www.nokia.com/fi_fi/sijoittajat/yritysostot-ja-myynnit, and in
English from February 24, 2017 onwards online at
www.nordea.fi/equities, www.comptel.com/nokia-tender-offer and
www.nokia.com/en_int/investors/acquisitions-divestments.
Most of the Finnish book-entry account operators will send a
notification of the Tender Offer, including instructions and the
relevant acceptance form to their customers who are registered as
shareholders in the shareholders' register of Comptel maintained by
Euroclear Finland Ltd. or are holders of Comptel's option rights.
Shareholders or holders of option rights who do not receive such
notification from their account operator or asset manager can
contact any branch office of Nordea Bank AB (publ), Finnish Branch
where such shareholders or holders of option rights shall receive
necessary information and can give their acceptance.
A shareholder or holder of option rights in Comptel whose
holdings are registered in the name of a nominee and who wishes to
accept the Tender Offer shall effect such acceptance in accordance
with the nominee's instructions.
As permitted under Finnish law, the Offeror may purchase shares
and option rights in Comptel also on Nasdaq Helsinki or otherwise
prior to the expiry of the Offer Period or any extended Offer
Period, as the case may be, at a price not exceeding the Share
Offer Price or the Option Right Option Price, as
applicable.
The terms and conditions of the Tender Offer are enclosed in
their entirety to this stock exchange release (Appendix 1).
Media Enquiries:NokiaCommunicationsPhone: +358
(0) 10 448 4900E-mail: press.services@nokia.com
Investor EnquiriesNokia Investor
RelationsPhone: +358 40 803 4080E-mail:
investor.relations@nokia.com
About Nokia Nokia 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 the expectations and targets related to
the acquisition of Comptel and the related tender offer; 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 Alcatel-Lucent acquisition 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
investigation 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 intended acquisition of Comptel
and related tender offer, as well as the liabilities related
thereto, as well as the risk factors specified on pages 69 to 87 of
our annual report on Form 20-F filed on April 1, 2016 under
"Operating and financial review and prospects-Risk factors", and in
Nokia's 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.
Attachments:
http://www.globenewswire.com/NewsRoom/AttachmentNg/afaf8a27-3e85-48d9-be43-e6fc2b710b3c
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