Nokia CorporationStock Exchange ReleaseFebruary 22,
2017 at 19:30 (CET +1)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR
TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
Nokia commences offer to purchase outstanding
notes for up to USD 1.0 billion total consideration
Espoo, Finland - Nokia Corporation ("Nokia"), announces
that it has commenced tender offers (the "Tender Offers") to
purchase for cash up to the Maximum Acceptance Amount (as defined
below): (i) the EUR 500,000,000 6.75% notes due February 4, 2019
issued under its Euro Medium Term Note Programme (the "Euro
Notes"); (ii) the USD 300,000,000 6.50% Debentures due January
15, 2028 (the "2028 Notes"); and (iii) the USD 1,360,000,000
6.45% Debentures due March 15, 2029 (the "2029 Notes" and,
together with the 2028 Notes, the "Dollar Notes", and
together with the Euro Notes, the "Notes"). The Dollar Notes
were issued by Lucent Technologies Inc. (the predecessor to
Alcatel-Lucent USA Inc., Nokia's wholly-owned subsidiary) (the
"USD Notes Company").
The Tender Offers are being made on the terms and subject to the
conditions set out in the offer to purchase dated February 22, 2017
(the "Offer to Purchase"). Capitalized terms not
defined herein have the meaning ascribed to them in the Offer to
Purchase.
The following table sets forth certain information relating to
the Notes and the Tender Offers:
Descrip-
tion |
ISIN/CU
SIP |
Princ ipal Amou nt
Out stan ding |
Ac cep tan ce Prio
rity Le vel |
Ear ly Ten der Pay
ment(1) |
Fixed Spre
ad(1) |
Fixed
Yield(1)(2) |
Reference U.S.
Treasury Security |
Bloom- berg Refer-
ence Page |
6.75%
Notes due February 4, 2019 |
XS0
411 735 482 |
EUR
500, 000, 000 |
1 |
EUR 30 per EUR 1,000 |
N/A |
-0.10% |
N/A |
N/A |
6.50%
Deben- tures due January 15, 2028 |
US5
494 63A C10/549 463 AC1 |
USD
300, 000, 000 |
2 |
USD 30 per USD 1,000 |
285 bps |
N/A |
2.25% U.S. Treasury
Security due February 15, 2027 |
PX1 |
6.45%
Deben- tures due March 15, 2029 |
US5
494 63A E75/549 463 AE7 |
USD
1,360, 000, 000 |
2 |
USD 30 per USD 1,000 |
285 bps |
N/A |
2.25% U.S. Treasury
Security due February 15, 2027 |
PX1 |
_____________________
- The purchase price calculated from the applicable Fixed Yield
or Fixed Spread includes the Early Tender Payment. The Late
Consideration for each series of Notes will deduct the Early Tender
Payment from the purchase price calculated from the applicable
Fixed Spread or Fixed Yield.
- For information purposes only: the Euro Notes Early
Consideration (as defined herein) payable by Nokia for the Euro
Notes validly tendered in the Tender Offers and accepted for
purchase by Nokia will be determined in the manner described in the
Offer to Purchase. Assuming the Tender Offer Settlement Date
is March 23, 2017, the Euro Notes Early Consideration will be EUR
1,128.37 per EUR 1,000 of Euro Notes accepted and the Euro Notes
Late Consideration will be EUR 1,098.37 per EUR 1,000 of Euro Notes
accepted. Should the Tender Offer Settlement Date be postponed, the
Early Consideration and Late Consideration for the Euro Notes will
be recalculated and will be announced, for information purposes
only, as provided in the Offer to Purchase.
Rationale for the Tender Offers
The purpose of the Tender Offers is to manage the
overall indebtedness of Nokia. Following settlement of the Tender
Offers, Nokia expects to cancel the Euro Notes. The Dollar Notes
purchased in the Tender Offers are expected to be held by Nokia
following the Tender Offers.
Terms and conditions of the Tender
Offers
New Financing Condition and other
Conditions
Nokia announced today its intention to issue new
euro-denominated fixed-rate notes to non-U.S. persons outside the
United States (the "New Notes"). Nokia intends to use the
proceeds of the New Notes to fund the Tender Offer for the Euro
Notes, with the remaining proceeds used to fund the Tender Offers
for the Dollar Notes on a pro rata basis. This stock exchange
release does not constitute an offer to sell or a solicitation of
an offer to buy the New Notes, and the New Notes will not be
registered under the U.S. Securities Act of 1933 (the
"Act"), as amended. The New Notes may not be offered or sold
in the United States absent an exemption from the registration
requirements under the Act.
Whether Nokia will accept for purchase Notes
validly tendered in the Tender Offers is subject to, among other
things, Nokia's successful completion (in the sole and absolute
determination of Nokia) and settlement of the issue of the New
Notes at an amount equal to or exceeding the Maximum Acceptance
Amount, as defined below (the "New Financing Condition").
Nokia may waive the New Financing Condition in its sole discretion.
The Tender Offers are subject to additional conditions, further
detailed in the Offer to Purchase.
Maximum Acceptance Amount and Pro-ration
If Nokia decides to accept any Notes for purchase, Nokia
proposes to accept for purchase pursuant to the Tender Offers an
aggregate principal amount of Notes such that the total amount
payable by Nokia for all Notes accepted for purchase pursuant to
the Tender Offers (excluding any Accrued Interest, as defined
below) is no greater than the cash amount equal to USD 1,000
million (such amount, which may be increased or decreased, the
"Maximum Acceptance Amount"). Nokia will determine
whether the Maximum Acceptance Amount has been reached by
converting the principal amount of the Euro Notes validly tendered
and accepted for purchase into U.S. dollars using the applicable
exchange rates, as further described in the Offer to Purchase.
Subject to the terms of the Tender Offers, Nokia will only
accept for purchase Notes for an aggregate purchase price
(excluding any Accrued Interest, as defined below) that will not
exceed the Maximum Acceptance Amount. Nokia reserves the right, in
its sole discretion, to accept Notes for purchase pursuant to the
Tender Offers for an aggregate purchase price that is more or less
than the Maximum Acceptance Amount or to increase the Maximum
Acceptance Amount. Any Notes validly tendered in the Tender Offers
will be accepted for purchase by Nokia based on the Maximum
Acceptance Amount and the acceptance priority levels noted in the
table above (the "Acceptance Priority Levels") and the
Dollar Notes may be subject to pro-ration, each as more fully
described in the Offer to Purchase.
All Notes validly tendered having a higher Acceptance Priority
Level will be accepted before any validly tendered Notes having a
lower Acceptance Priority Level. Because the Maximum
Acceptance Amount is expected to exceed the aggregate principal
amount of Euro Notes outstanding, and the Euro Notes are the only
Notes at the highest Acceptance Priority Level, all Euro
Notes validly tendered and accepted prior to the Expiration Date
are expected to be accepted in full (subject to the conditions
described in the Offer to Purchase). Each series of the Dollar
Notes has the same priority level and, if pro-rated, will be
pro-rated equally.
Each Dollar Note that is pro-rated will be rounded down, and
Nokia will only accept tenders subject to pro-ration if pro-ration
does not result in the relevant holder of Dollar Notes transferring
Dollar Notes to Nokia in an aggregate principal amount of less than
USD 1,000.
Nokia reserves the right, subject to applicable
law, at any time prior to the satisfaction of the conditions set
out in the Offer to Purchase, to amend the Tender Offers in any
respect or to terminate the Tender Offers and return the tendered
Notes, subject to disclosure and other requirements as required by
applicable laws.
Expiration Date, Early Tender Date and
Withdrawal Deadline
The Tender Offers will expire at 11:59 p.m. (New
York time) on March 21, 2017 (the "Expiration Date").
Subject to the terms and conditions in the Offer to Purchase,
holders of Notes will be entitled to receive the Euro Notes Early
Consideration or the Dollar Notes Early Consideration (each as
defined below) if they have validly tendered, and not validly
withdrawn, their Notes, at or prior to 5:00 p.m. (New York Time) on
March 7, 2017 (the "Early Tender Date"), and such Notes are
accepted. Nokia reserves the right, subject to applicable law, at
any time, for any reason, to extend the Expiration Date or the
Early Tender Date. Any such extension will be announced in the
manner described in the Offer to Purchase.
Notes validly tendered may be withdrawn prior to
5:00 p.m. (New York time) on March 7, 2017, unless extended by
Nokia (the "Withdrawal Deadline"), but not thereafter,
except as required by applicable law.
Holders of Notes validly tendered after the Early
Tender Date but at or prior to the Expiration Date and accepted for
purchase pursuant to the Tender Offer will receive the Euro Notes
Late Consideration or the Dollar Notes Late Consideration, as
applicable (each as defined below).
The Tender Offers are expected to be settled on
March 23, 2017 or as soon as practicable thereafter (the "Tender
Offer Settlement Date"), subject to any amendment or extension
of the Expiration Date.
Euro Notes Consideration
Nokia will pay for Euro Notes validly tendered prior to the
Early Tender Date and accepted by it for purchase pursuant to the
Tender Offers, subject to the Maximum Acceptance Amount, an amount
in cash in euros, rounded to the nearest cent, (the "Euro Notes
Early Consideration") which will be determined in the manner
described in the Offer to Purchase by reference to a fixed purchase
yield of -0.10% (the "Euro Notes Purchase Yield").
The consideration offered for each EUR 1,000 principal amount of
Euro Notes subject to the Tender Offers validly tendered on or
prior to the Early Tender Date and not validly withdrawn and
accepted for purchase will be the Euro Notes Early Consideration,
which includes the Early Tender Payment applicable to the Euro
Notes.
Holders of Euro Notes subject to the Tender Offers tendering
after the Early Tender Date, but at or prior to the Expiration
Date, will only be eligible to receive an amount equal to the Euro
Notes Early Consideration minus an amount in cash equal to the
applicable amount listed in the table above under the heading
"Early Tender Payment" for the Euro Notes (the "Euro Notes Late
Consideration").
The applicable Euro Notes Early Consideration or
Euro Notes Late Consideration (plus any Accrued Interest, as
defined below) will be payable on the Tender Offer Settlement
Date.
Dollar Notes Consideration
Nokia will pay for Dollar Notes validly tendered
prior to the Early Tender Date and accepted by it for
purchase pursuant to the Tender Offers, subject to the Maximum
Acceptance Amount, an amount in cash in U.S. dollars (the
"Dollar Notes Early Consideration") equal to an amount
(rounded to the nearest cent) that would reflect, as of the Tender
Offer Settlement Date, a yield to the maturity date of such series
of Notes equal to the sum of: (i) the Reference Yield (as defined
below) for such Dollar Notes, plus (ii) the Fixed Spread set forth
in the table above. The Dollar Notes Early Consideration includes
the Early Tender Payment applicable to the Dollar Notes. The
"Reference Yield" shall be the bid-side yield of the
Reference U.S. Treasury security set forth in the table above and
will be determined by the USD Dealer Managers (as defined below) in
accordance with standard market practice as of 11:00 a.m. (New York
time) on March 8, 2017, as may be extended (the "USD Notes Price
Determination Time").
Subject to the Maximum Acceptance Amount, holders
of Dollar Notes subject to the Tender Offers tendering after the
Early Tender Date, but at or prior to the Expiration Date, will
only be eligible to receive an amount equal to the Dollar Notes
Early Consideration; minus an amount in cash equal to the
applicable amount listed in the table above under the heading
"Early Tender Payment" for the Dollar Notes (the "Dollar Notes
Late Consideration").
The applicable Dollar Notes Early Consideration or
Dollar Notes Late Consideration (plus any Accrued Interest, as
defined below) will be payable on the Tender Offer Settlement
Date.
Accrued Interest
For both Euro Notes and USD Notes that are validly
tendered and accepted for purchase, Nokia will pay, on the Tender
Offer Settlement Date accrued interest from (and including) the
immediate preceding interest payment date for such Notes, to (but
excluding) the Tender Offer Settlement Date, calculated in
accordance with the terms and conditions of the Offer to Purchase
("Accrued Interest").
Indicative timetable for the Tender
Offers
Time and Date |
Event |
Launch Date |
|
February 22, 2017 |
Commencement of the Tender
Offers and availability of the Offer to Purchase from the Tender
Agent. |
Early Tender
Date |
|
5:00 p.m. (New York time)
on March 7, 2017, as may be extended, re-opened, amended and/or
terminated. |
Holders must tender Notes
pursuant to the Tender Offers on, or prior to, the Early Tender
Date in order to be eligible to receive the Early Consideration. If
a broker, dealer, bank, custodian, trust company or other nominee
holds Notes of any holder, such nominee may have earlier deadlines
for accepting the Tender Offers at or prior to the Early Tender
Date. Each holder of Notes should promptly contact the broker,
dealer, bank, custodian, trust company or other nominee that holds
its Notes to determine its deadline or deadlines. |
Withdrawal
Deadline |
|
5:00 p.m. (New York time)
on March 7, 2017, as may be extended, re-opened, amended and/or
terminated. |
Except in certain limited
circumstances where Nokia determines that additional withdrawal
rights are required by law, the deadline for holders to validly
withdraw tenders of Notes. Only Notes tendered before the Early
Tender Date may be validly withdrawn. If tenders are validly
withdrawn, holders of the Notes will no longer be eligible to
receive consideration on the Tender Offer Settlement Date unless
they validly re-tender such Notes. Holders of re-tendered Notes
will be eligible to receive the Early Consideration or Late
Consideration in respect of such Notes depending on the date and
time such Notes are validly re-tendered. |
USD Notes Price
Determination Time |
|
At or around 11:00 A.M.
(New York time) on March 8, 2017, as may be extended. |
The time at which the
Reference Yield, Dollar Notes Early Consideration and Dollar Notes
Late Consideration for each series of Dollar Notes will be
determined by the USD Dealer Managers (as defined below). If Nokia
extends or otherwise amends the Tender Offer Settlement Date with
respect to the Euro Notes, Nokia will announce any change to the
Euro Notes Early Consideration or Euro Notes Late Consideration.
Nokia will set the foreign exchange rate used to determine whether
the Maximum Acceptance Amount has been reached as described in the
Offer to Purchase. |
Early Results |
|
Following the price
determination on March 8, 2017. |
As soon as practicable
after the Early Tender Date, Nokia will announce the results of the
Tender Offers with respect to the Notes validly tendered at the
Early Tender Date and announce the Reference Yield, Dollar Notes
Early Consideration and Dollar Notes Late Consideration for each
series of Dollar Notes. |
Expiration
Date |
|
11:59 p.m. (New York time)
on March 21, 2017, as may be extended, re-opened, amended and/or
terminated. |
The Tender Offers expire
at the Expiration Date unless Nokia extends, re-opens, amends
and/or terminates them earlier in its sole discretion. |
Results
Announcement |
|
Expected to be March 22,
2017, or as soon as practicable thereafter. |
Announcement of whether
the New Financing Condition has been satisfied or waived and
whether Nokia will accept valid tenders of Notes pursuant to the
Tender Offers and, if so accepted, in respect of each series: (i)
the Euro Notes Early Consideration, the Euro Notes Late
Consideration, the Dollar Notes Early Consideration, the Dollar
Notes Late Consideration, in each case, as applicable, and the
relevant Accrued Interest for each series of Notes; (ii) the
aggregate principal amount of Notes tendered pursuant to the Tender
Offers and the aggregate principal amount of Notes of each series
accepted for purchase; (iii) the pro-ration factor (if any) per
Acceptance Priority Level; and (iv) the aggregate principal amount
of the Notes that remain outstanding following settlement of the
Tender Offers. |
Tender Offer Settlement
Date |
|
Expected to be March 23,
2017, or as soon as practicable thereafter. |
Expected settlement of the
Tender Offers. Nokia pays the Early Consideration or Late
Consideration, as applicable, plus the Accrued Interest for any
Notes accepted for purchase. If Nokia accepts the tender of
holders' Notes pursuant to the Tender Offers, holders, or the
custodial entity acting on such holders' behalf, must deliver to
Nokia good and marketable title to such Notes. Unless Nokia
defaults in making such payment, any Note accepted for payment
pursuant to the Tender Offers will cease to accrue interest after
the Tender Offer Settlement Date with respect to the holders who
tendered pursuant to the Tender Offers. |
Joint Dealer Managers
Citigroup Global Markets Limited, Deutsche Bank AG, London
Branch and Merrill Lynch International (the "USD Dealer
Managers") are acting as Joint Dealer Managers for both Tender
Offers. Nordea Bank AB (publ) is acting as Joint Dealer
Manager exclusively for the Tender Offer for the Euro Notes and
solely outside the United States. Investors with questions
may contact the Joint Dealer Managers at the addresses and numbers
shown below.
Citigroup Global
Markets Limited |
Deutsche Bank AG,
London Branch |
Merrill Lynch
International |
Nordea Bank AB
(publ) |
Citigroup CentreCanada
SquareCanary WharfLondon E14 5LBUnited Kingdom |
Winchester House1 Great
Winchester StreetLondon EC2N 2DBUnited Kingdom |
2 King Edward Street
London EC1A 1HQ United Kingdom |
Smålandsgatan 17SE-105 71
StockholmSweden |
EuropeTel.: +44 20 7986
8969 United StatesTel (toll-free): +1 (800) 558-3745Tel
(collect): +1 (212) 723-6106 Attn.: Liability Management
Group |
LondonTel: +44 20 7545
8011 United StatesTel (toll-free): +1 (855) 287-1922Tel
(collect): +1 (212) 250-7527 Attn.: Liability Management
Group |
London Tel: +44 (0) 20
7996 5420 United States Tel (toll-free): +1 (888)
292-0070Tel (collect): +1 (980) 387-3907 Attn.: Liability
Management Group |
EuropeTel: +45 6161
2996Attn.: Nordea Liability Management |
liabilitymanagement.europe
@citi.com |
liability.management
@db.com |
DG.LM_EMEA @baml.com |
NordeaLiability Management
@nordea.com |
Copies of the Offer to Purchase can be requested from, and
questions regarding the procedures for tendering Notes may be
directed to, the Tender Agent, Lucid Issuer Services Limited, at
+44 (0) 20 7704 0880 or at nokia@lucid-is.com.
This stock exchange release must be read in conjunction with the
Offer to Purchase. The Offer to Purchase contains important
information which should be read carefully before any decision is
made with respect to the Tender Offers. This stock exchange release
is neither an offer to sell nor a solicitation of offers to buy any
securities. The Tender Offers are being made only pursuant to the
Offer to Purchase. None of Nokia, the USD Notes Company, the Joint
Dealer Managers, the Tender Agent, or the Trustee for the Dollar
Notes makes any recommendation in connection with the Tender
Offers. Please refer to the Offer to Purchase for a description of
the offer terms, conditions, disclaimers and other information
applicable to the Tender Offers.
Holders should seek their own financial advice, including in
respect of any tax consequences, from their broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such Notes
pursuant to the Tender Offers. The Joint Dealer Managers will not
be responsible to any holders of Notes for providing the
protections afforded to customers of the Joint Dealer Managers or
for advising any other person in connection with the Tender
Offers.
Offer and Distribution Restrictions
The Tender Offers are not being made to holders of
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. Tenders will not be accepted from
holders of Notes in any jurisdiction in which such offer or
solicitation is unlawful. If a jurisdiction requires that the
Tender Offers be made by a licensed broker or dealer and either of
the Joint Dealer Managers or any of their respective affiliates is
a licensed broker or dealer in that jurisdiction, the Tender Offers
shall be deemed to be made by such Joint Dealer Manager or
affiliate, as the case may be, on behalf of Nokia in the
jurisdiction where it is so licensed.
Each holder wishing to submit a tender in respect of any of the
Notes will be deemed to make and give certain agreements,
acknowledgements, representations, warranties and undertakings in
respect of the jurisdictions referred to below and as set out in
the Offer to Purchase. Any tender of Notes for purchase pursuant to
a tender from a holder that is unable to make or give such
agreements, acknowledgements, representations, warranties and
undertakings will be invalid.
European Economic Area ("EEA")
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Tender Offers
does not constitute an offer of securities to the public for the
purposes of Article 2(1)(d) of Directive 2003/71/EC and accordingly
the requirement to produce a prospectus does not apply to the
Tender Offers.
United Kingdom
This announcement and the Offer to Purchase are for distribution
within the United Kingdom only to persons: (i) who are existing
holders of Notes that are creditors of Nokia or the USD Notes
Company within the meaning of Article 43(2) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Order") or are otherwise within the scope of
Article 43(2) thereof; (ii) who have professional experience in
matters relating to investments falling within the definition of
investment professional in Article 19(5) of the Order; (iii) who
fall within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc") of the Order; or (iv) 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 announcement and the Offer to Purchase is
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 announcement or the
Offer to Purchase relates is available only to relevant persons and
will be engaged in only with relevant persons.
Italy
None of the Tender Offers, this announcement, the Offer to
Purchase or any other documents or materials relating to the Tender
Offers has been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa
("CONSOB").
Therefore, the Tender Offers may only be carried out in the
Republic of Italy ("Italy") pursuant to an exemption under
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of February 24, 1998, as amended (the "Financial Services
Act") and article 35-bis, paragraph 4 of CONSOB Regulation No.
11971 of May 14, 1999, as amended. Holders of each series of
Notes may tender their Notes through authorized persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-Ã -vis its clients in
connection with the Notes and the Tender Offers.
Belgium
Neither this announcement or the Offer to Purchase nor any other
documents or materials relating to the Tender Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Banking, Finance and Insurance Commission (Commission
bancaire, financière et des assurances/Commissie voor het Bank-,
Financie- en Assurantiewezen) and, accordingly, the Tender Offers
may not be made in Belgium by way of a public offering, as defined
in Article 3 of the Belgian Law of April 1, 2007 on public takeover
bids or as defined in Article 3 of the Belgian Law of June 16, 2006
on the public offer of placement instruments and the admission to
trading of placement instruments on regulated markets, each as
amended or replaced from time to time. Accordingly, the Tender
Offers may not be advertised and the Tender Offers will not be
extended, and neither this announcement or the Offer to Purchase
nor any other documents or materials relating to the Tender Offers
(including any memorandum, information circular, brochure or any
similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than "qualified investors" in the sense of Article 10 of the
Belgian Law of June 16, 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets (as amended from time to time), acting on
their own account. Insofar as Belgium is concerned, this
announcement and the Offer to Purchase have been issued only for
the personal use of the above qualified investors and exclusively
for the purpose of the Tender Offers.
Accordingly, the information contained in this announcement or
in the Offer to Purchase may not be used for any other purpose or
disclosed to any other person in Belgium.
France
The Tender Offers are not being made, directly or indirectly, to
the public in the Republic of France ("France"). Neither
this announcement or the Offer to Purchase nor any other document
or material relating to the Tender Offers has been or shall be
distributed to the public in France and only: (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers);
and/or (ii) qualified investors (investisseurs qualifiés), other
than individuals, acting for their own account, all as defined in,
and in accordance with, Articles L.411-1, L.411-2, D.411-1 to
D.411-3, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code
Monétaire et Financier, are eligible to participate in the Tender
Offers. This announcement and the Offer to Purchase have not been
and will not be submitted for clearance to nor approved by the
Autorité des Marchés Financiers.
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
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Media Enquiries: Nokia Communications Phone: +358 (0) 10
448 4900 E-mail: press.services@nokia.com
Forward-Looking Statements It 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: (i) Nokia's ability to integrate Alcatel-Lucent into its
operations and achieve the targeted business plans and benefits,
including targeted synergies in relation to the acquisition of
Alcatel-Lucent; (ii) expectations, plans or benefits related to
Nokia's strategies and growth management; (iii) expectations, plans
or benefits related to future performance of Nokia's businesses;
(iv) expectations, plans or benefits related to changes in
organizational and operational structure; (v) expectations
regarding market developments, general economic conditions and
structural changes; (vi) 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;
(vii) timing of the deliveries of Nokia's products and services;
(viii) expectations and targets regarding collaboration and
partnering arrangements, joint ventures or the creation of joint
ventures, as well as Nokia's expected customer reach; (ix) outcome
of pending and threatened litigation, arbitration, disputes,
regulatory proceedings or investigations by authorities; (x)
expectations regarding restructurings, investments, uses of
proceeds from transactions, acquisitions and divestments and
Nokia's ability to achieve the financial and operational targets
set in connection with any such restructurings, investments,
divestments and acquisitions, including the proposed tender offers;
and (xi) 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 Nokia currently expects.
Factors, including risks and uncertainties that could cause these
differences include, but are not limited to: (1) Nokia's ability to
execute its strategy, sustain or improve the operational and
financial performance of its business and correctly identify and
successfully pursue business opportunities or growth; (2) Nokia's
ability to achieve the anticipated benefits, synergies, cost
savings and efficiencies of the Alcatel-Lucent acquisition, and
Nokia's ability to implement its organizational and operational
structure efficiently; (3) general economic and market conditions
and other developments in the economies where Nokia operates; (4)
competition and Nokia's 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) Nokia's dependence on the development of the
industries in which it operates, including the cyclicality and
variability of the information technology and telecommunications
industries; (6) Nokia's 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) Nokia's
ability to manage and improve its financial and operating
performance, cost savings, competitiveness and synergies after the
acquisition of Alcatel-Lucent; (8) Nokia's dependence on a limited
number of customers and large multi-year agreements; (9) exchange
rate fluctuations, as well as hedging activities; (10) Nokia's
exposure to direct and indirect regulation, including economic or
trade policies, and the reliability of Nokia's governance, internal
controls and compliance processes to prevent regulatory penalties
in its business or in its joint ventures; (11) Nokia's 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; (12) the potential complex tax issues, tax
disputes and tax obligations Nokia may face in various
jurisdictions, including the risk of obligations to pay additional
taxes; (13) Nokia's actual or anticipated performance, among other
factors, which could reduce its ability to utilize deferred tax
assets; (14) Nokia's ability to retain, motivate, develop and
recruit appropriately skilled employees; (15) disruptions to
Nokia's manufacturing, service creation, delivery, logistics and
supply chain processes, and the risks related to Nokia's
geographically-concentrated production sites; (16) the impact of
litigation, arbitration, agreement-related disputes or product
liability allegations associated with Nokia's business; (17)
Nokia's ability to optimize its capital structure as planned and
re-establish its investment grade credit rating or otherwise
improve its credit ratings; and (18) Nokia's ability to achieve
targeted benefits from or successfully implement planned
transactions, including the proposed new issuance and tender
offers, as well as the liabilities related thereto, as well as the
risk factors specified in Nokia's 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. Nokia does 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.
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