Nokia CorporationStock Exchange ReleaseFebruary 9,
2017 at 9:00 (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 announces its intention to acquire Comptel
to advance its software strategy; launches a recommended cash
tender offer for all the shares and option rights in
Comptel
Espoo, Finland - Nokia Corporation ("Nokia")
announces today its intention to acquire Comptel Corporation
("Comptel") to advance its software strategy and provide
service providers with a comprehensive solution to design, deliver,
orchestrate and assure communications and digital services across
physical, virtual and hybrid networks. Nokia and Comptel have on
February 8, 2017 entered into a Transaction Agreement (the
"Transaction Agreement") under which Nokia, through its
wholly owned indirect subsidiary Nokia Solutions and Networks Oy
(the "Offeror"), undertakes 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 price offered
for each share validly tendered in the Tender Offer will be EUR
3.04 in cash. The Tender Offer values Comptel at approximately EUR
347 million, on a fully diluted basis.
CRITICAL BUILDING BLOCK FOR STANDALONE SOFTWARE
BUSINESS
The planned acquisition is part of Nokia's strategy
to build a standalone software business at scale by expanding and
strengthening its software portfolio and go-to-market capabilities
with additional sales capacity and a strategic partner network.
Comptel would bolster Nokia's software portfolio by adding critical
solutions for catalogue-driven service orchestration and
fulfillment, intelligent data processing, customer engagement, and
agile service monetization.
The combination of Nokia's Service Assurance
portfolio and Comptel's Service Orchestration portfolio would
enable a dynamic closed loop between service assurance and
fulfillment that simplifies management of complex heterogeneous
networks. When combined with Nokia's Cloudband(TM) and Nuage(TM)
portfolios, Nokia would be able to provide customers with complete,
end-to-end orchestration of complex Network Function Virtualization
(NFV) and Software Defined Networking (SDN) deployments.
SUMMARY OF THE TENDER OFFER
- The offer price is EUR 3.04 in cash for each share in Comptel
(the "Share Offer Price")
- The Share Offer Price represents a premium of:
- 28.8 percent compared to the closing price of the shares on
Nasdaq Helsinki Ltd. ("Nasdaq Helsinki") on February 8,
2017, the last trading day before the announcement of the Tender
Offer; and
- 51.2 percent compared to the volume-weighted average trading
price of the Comptel shares on Nasdaq Helsinki during the 12-month
period preceding the date of the announcement of the Tender
Offer;
- The price offered for each option right granted under Comptel's
share option schemes 2014 and 2015 and validly tendered in the
Tender Offer will be 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 Board of Directors of Comptel has unanimously decided to
recommend that the shareholders and holders of option rights accept
the Tender Offer;
- The following major shareholders of Comptel have irrevocably
undertaken to accept the Tender Offer subject to certain customary
conditions: Mandatum Life Insurance Company Limited, Elisa
Corporation, Kaleva Mutual Insurance Company, Varma Mutual Pension
Insurance Company and Ilmarinen Mutual Pension Insurance Company as
well as the members of the Comptel Board of Directors and the
President and CEO of Comptel, representing jointly approximately
48.3 percent of the shares and votes in Comptel;
- The Tender Offer is subject to, among others, approvals by the
relevant regulatory authorities, such as competition authorities,
and the Offeror gaining control of more than 90 percent of the
outstanding Comptel shares on a fully diluted basis;
- The Offeror will, on or about February 24, 2017, publish a
tender offer document with detailed information about the Tender
Offer;
- The offer period under the Tender Offer is expected to commence
on or about February 27, 2017 and to run for approximately four (4)
weeks. The Offeror reserves the right to extend the offer period
from time to time in accordance with the terms and conditions of
the Tender Offer.
- Any distribution of dividend or other assets by Comptel after
the date of the Transaction Agreement shall reduce the Share Offer
Price by an amount equal to such dividend or distribution per
share. Such distribution shall not affect the offer price for the
Comptel option rights.
- In Nokia's view, the Share Offer Price reflects an attractive
premium over Comptel's current and historical share prices. When
setting the Share Offer Price Nokia has also considered the
potential dividends which could have been payable by Comptel for
the financial year 2016 and believes they are fairly reflected in
the offered price.
"Nokia is committed to building its software
business and is backing its commitment with strategic investments.
The timing of the Comptel purchase is important as our customers
are changing the way they build and operate their networks.
They are turning to software to provide more intelligence, automate
more of their operations, and realize the efficiency gains that
virtualization promises. We want to help them by offering one of
the industry's broadest and most advanced portfolios. Comptel helps
us do that," says Bhaskar Gorti, president of Nokia's Applications
& Analytics business group.
"After careful examination of the Tender Offer, the
Board of Directors of Comptel has unanimously decided to recommend
the shareholders to accept it. For a shareholder, the tender price
offers a possibility to sell the shares risk free at a price
reflecting the potential future strategic value of the company. The
Board of Directors of Comptel believes that Nokia's global reach,
strength of brand and cross-selling opportunities would benefit the
activities of Comptel. Combining Comptel's business with Nokia
would offer the customers of both Comptel and Nokia a wider and
more innovative software portfolio which would improve
competitiveness of the combined business unit, especially in the
eyes of larger customers," says Pertti Ervi, Chairman of the Board
at Comptel.
"Together with Nokia we would create an agile and
innovative player which can challenge current market leaders
head-to-head. Throughout the past five years we have been working
hard to sharpen our thought leadership and competitiveness by
rebuilding the brand, product portfolio and values driven culture.
I am 100% confident that we are now capable, ready and passionate
to take the next step in scaling and expanding our business beyond
the ordinary with a new set of resources that Nokia would provide
us," says Juhani Hintikka, President and CEO of Comptel.
BACKGROUND AND REASONS FOR THE TENDER
OFFER
In November 2016, Nokia announced its long-term
strategy, Rebalancing for Growth. As part of the strategy, Nokia is
strengthening its software capabilities in key areas: portfolio,
services and go-to-market. The planned acquisition of Comptel would
bolster go-to-market efforts with a software-dedicated sales force
and strong partner network. It would also support Nokia's desire to
build a portfolio that allows customers to automate as much of
their network and business operations as possible - including
customer services, self-optimization, management and orchestration.
Comptel would help with this objective by bringing catalogue-driven
fulfilment and digital service lifecycle management, complex event
processing, applications for customer engagement and service
monetization; and emerging technologies for context-aware on-device
commerce and IoT pattern detection.
When Comptel is combined with Nokia's OSS, BSS,
analytics and cloud technology, customers will be provided with
end-to-end orchestration of complex NFV and SDN deployments -
including the ability to close the loop between service assurance
and fulfilment - and the intelligence and automation required to
create and manage increasingly complex service offers. This would
give customers a new level of automation and would be a massive
improvement over the error-prone manual processes and inefficient
systems in use today.
Comptel is a long-time Nokia partner. It is a
listed Finnish company, founded in 1986, with over 800 employees in
32 countries. Comptel has completed over 1 400 customer projects in
more than 90 countries. It processes 20 percent of world's mobile
usage data every day, orchestrates communications and digital
services for more than two billion end-users daily and its largest
customer has around 300 million subscribers. In 2015, Comptel's
revenue was EUR 98 million with an 8.7 percent operating margin.
The company's major sites are in Finland, Bulgaria, Malaysia,
India, the United Kingdom and Norway.
The planned acquisition is not expected to have a
material effect on the operations and business locations of, or on
the number of jobs at Comptel.
THE TENDER OFFER IN BRIEF
The price offered for each share validly tendered
in the Tender Offer will be EUR 3.04 in cash. The price offered for
each option right validly tendered in the Tender Offer will be 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. Any distribution of dividend or other
assets by Comptel after the date of the Transaction Agreement shall
reduce the Share Offer Price by an amount equal to such dividend or
distribution per share. Such distribution shall not affect the
offer price for the Comptel option rights.
The offer period under the Tender Offer is expected
to commence on or about February 27, 2017 and to run for
approximately four (4) weeks. The Offeror reserves the right to
extend the offer period from time to time in accordance with the
terms and conditions of the Tender Offer.
The Board of Directors of Comptel has unanimously
decided to recommend that the shareholders and holders of option
rights accept the Tender Offer. The Board of Directors will issue
its complete statement on the Tender Offer in accordance with the
Finnish Securities Market Act before the commencement of the Tender
Offer. To support its assessment of the Tender Offer, the Board of
Directors of Comptel has received a fairness opinion from Comptel's
financial advisor Sisu Partners Oy to the effect that the
consideration to be offered to the shareholders and holders of
option rights is, from a financial point of view, fair to such
holders.
The completion of the Tender Offer will be subject
to the satisfaction or waiver by the Offeror of the following
conditions:
(a)
the valid tender of shares representing, together with any other
shares otherwise acquired by the Offeror or Nokia, more than ninety
percent (90%) of the issued and outstanding shares and voting
rights of Comptel on a fully diluted basis and calculated in
accordance with Chapter 18 Section 1 of the Finnish Companies
Act;
(b)
the receipt of all necessary regulatory approvals, permits and
consents, including without limitation competition clearances, and
that any conditions set in such permits, consents or clearances,
including, but not limited to, any requirements for the disposal of
any assets of the Offeror, Nokia or Comptel or any reorganization
of the business of the Offeror, Nokia or Comptel, are acceptable to
the Offeror in that they are not materially adverse to the Offeror,
Nokia or Comptel in view of the Tender Offer or the benefits of the
transaction contemplated thereby;
(c)
no material adverse change having occurred in Comptel and its
affiliated entities, taken as a whole after February 8, 2017;
(d)
the Offeror or Nokia not, after February 8, 2017, having received
information previously undisclosed to them that constitutes a
material adverse change in Comptel and its affiliated entities,
taken as a whole that occurred prior to February 8, 2017;
(e)
no information made public by Comptel or disclosed by Comptel to
Nokia or the Offeror being materially inaccurate, incomplete, or
misleading, and Comptel not having failed to make public any
information that should have been made public by it under
applicable laws, including the rules of Nasdaq Helsinki, provided
that, in each case, the information made public, disclosed or not
disclosed or the failure to disclose information constitutes a
material adverse change in Comptel and its affiliated entities,
taken as a whole;
(f)
no court or regulatory authority of competent jurisdiction having
given an order or issued any regulatory action preventing, or
materially challenging the completion of, the Tender Offer;
(g)
the Board of Directors of Comptel having issued its recommendation
for the Tender Offer and the recommendation remaining in force and
not being modified or changed in a manner detrimental to the
Offeror or Nokia;
(h)
the Transaction Agreement not having been terminated and remaining
in force; and
(i)
the undertaking by each of the major shareholders of Comptel to
accept the Tender Offer remaining in force in accordance with its
terms.
The Offeror reserves the right to withdraw the
Tender Offer in the event that any of the above conditions to
completion is not fulfilled.
The Offeror will make all necessary filings to
obtain approvals from relevant competition authorities as soon as
possible after this announcement of the Tender Offer. The Offeror
preliminarily expects to receive such approvals within the
anticipated offer period.
The Tender Offer will be financed through Nokia
group's internal financing arrangements and no third party
financing is required by the Offeror to complete the Tender Offer.
The Tender Offer is thus not conditional upon obtaining any
external financing for the Tender Offer.
The detailed terms and conditions of the Tender
Offer and information on how to accept the Tender Offer will be
included in the tender offer document expected to be published by
the Offeror on or about February 24, 2017.
Pursuant to the Transaction Agreement, the Offeror
is to acquire all issued and outstanding shares and all issued and
outstanding option rights in Comptel. On the date of this stock
exchange release, Comptel has 109 271 496 issued shares. Nokia
or the Offeror do not hold any shares or option rights in
Comptel.
The Offeror, Nokia and Comptel have undertaken to
follow the Helsinki Takeover Code issued by the Finnish Securities
Market Association as referred to in the Finnish Securities Market
Act.
TRANSACTION AGREEMENT
The Transaction Agreement between Nokia and Comptel
sets forth the principal terms under which the Offeror will make
the Tender Offer.
Under the Transaction Agreement, the Board of
Directors of Comptel has, in the event of a possible competing
offer or competing proposal, undertaken not to modify, cancel,
change or not issue its recommendation for the Tender Offer unless
the Board of Directors determines in good faith, after taking
advice from its reputable external legal counsel and its financial
advisor, that the competing offer or competing proposal is more
favorable from a financial point of view compared to the Offeror's
Tender Offer, judged as a whole, and that therefore (i) it would no
longer be in the best interest of the holders of Comptel's shares
and option rights to accept the Tender Offer, and (ii) such
non-issuance, modification, cancellation or change is required for
the Board of Directors to comply with its fiduciary duties towards
Comptel's shareholders and holders of option rights. The Board of
Directors may modify, cancel, change or decide not to issue its
recommendation for the Tender Offer in accordance with the above
only if prior to such modification, cancellation, change or
non-issuance, the Board of Directors has complied with certain
agreed procedures allowing the Offeror and Nokia to assess the
competing offer and to enhance the Tender Offer. Should the Offeror
enhance the Tender Offer so as to be at least equally favorable
from a financial point of view to the holders of Comptel's shares
and option rights as the competing offer or the competing proposal,
the Board of Directors has undertaken to confirm and uphold the
recommendation for the Tender Offer, as enhanced.
Comptel has also undertaken not to solicit or
encourage any competing offers or inquiries or proposals for such
offers or other transactions competing with the Tender Offer, nor
to facilitate or promote any such proposals, except if such
measures are required for the Board of Directors to comply with its
fiduciary duties towards Comptel's shareholders and holders of
option rights. Comptel has agreed to inform Nokia and the Offeror
of any competing proposals and to provide Nokia and the Offeror
with an opportunity to negotiate with the Board of Directors of
Comptel of matters arising from such competing proposals.
The Transaction Agreement further includes certain
representations, warranties and undertakings by both parties, such
as conduct of business by Comptel in the ordinary course of
business before the completion of the Tender Offer, and cooperation
by the parties in making necessary regulatory filings.
The Offeror's intention is to acquire all the
shares and option rights in Comptel and to apply for the delisting
of the shares of Comptel from Nasdaq Helsinki as soon as permitted
and practicable under applicable laws and regulations.
ADVISORS
Nordea Corporate & Investment Banking acts as
the financial advisor and Roschier, Attorneys Ltd. as the legal
advisor to Nokia and the Offeror in connection with the Tender
Offer. Nordea Bank AB (publ), Finnish Branch acts as the arranger
of the Tender Offer.
Sisu Partners Oy acts as the financial advisor and
Castrén & Snellman Attorneys Ltd. as the legal advisor to
Comptel in connection with the Tender Offer.
INVESTOR CALL / PRESS CONFERENCE
Nokia and Comptel will host a meeting in Helsinki
(Erottajankatu 4 C) for media and analysts regarding the
announcement and Tender Offer at Hotel Klaus K, room Rake, at
12p.m. (EET). For those unable to join, it is possible to follow
the meeting by phone using the following numbers and asking for the
Nokia and Comptel call:
Finland:
+358981710495UK:
+442031940552Sweden:
+46856642702U.S.:
+18557161597
Media Enquiries:NokiaCommunicationsPhone:
+358 (0) 10 448 4900E-mail: press.services@nokia.com
ComptelJukka JänönenGlobal Communications
Manager+358 9 700 1131jukka.janonen@comptel.com
Investor Enquiries NokiaInvestors
Relationsinvestor.relation@nokia.comTel. +358 10 448 4900
ComptelTom JanssonChief Financial Officertel. +358
40 700 1849tom.jansson@comptel.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 COMPTEL Life 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 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.
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