Nokia CorporationStock Exchange ReleaseApril 20, 2017 at 14:00
(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.Preliminary results of the subsequent offer
period of Nokia Solutions and Networks' tender offer for all the
shares and option rights of ComptelEspoo, Finland - The
subsequent offer period (the "Subsequent 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 in Comptel Corporation
("Comptel") that are not owned by Comptel or any of its
subsidiaries (the "Tender Offer") commenced on April 4, 2017
and expired on April 19, 2017.According to the preliminary results
of the Subsequent Offer Period, the shares tendered during the
Subsequent Offer Period represent approximately 3.96% of all the
shares and votes in Comptel (excluding the treasury shares held by
Comptel). Together with the shares tendered during the actual offer
period and otherwise acquired by the Offeror through market
purchases, the shares acquired by the Offeror in connection with
the Tender Offer represent approximately 96.88% of all the shares
and votes in Comptel (excluding the treasury shares held by
Comptel). In addition, approximately 7.09% of Comptel's 2014 option
rights have been tendered during the Subsequent Offer Period.
The Offeror will confirm and announce the final results of
the Subsequent Offer Period and the final outcome of the Tender
Offer after the Subsequent Offer Period 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. Furthermore, the Offeror
has on April 7, 2017 filed an application with the Redemption
Committee of the Finland Chamber of Commerce to initiate compulsory
redemption proceedings for the remaining Comptel shares under the
Finnish Limited Liability Companies Act.The Offeror or Nokia
Corporation may purchase further 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 in cash per share
and at a price not exceeding the offer price for the option rights
as follows: EUR 2.56 in cash for each 2014A option right, EUR 2.16
in cash for each 2014B option right and EUR 1.53 in cash for each
2014C option right.Media Enquiries:NokiaCommunicationsPhone:
+358 (0) 10 448 4900E-mail: press.services@nokia.comInvestor
Enquiries:NokiaInvestor RelationsPhone: + 358 40 803
4080E-mail: investor.relations@nokia.comAbout 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.comAbout 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 and the purchases of the
remaining shares through market purchases and the share redemption
proceedings; 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.
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