Nokia CorporationStock Exchange ReleaseMarch 8,
2017 at 19:00 (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 Announces Early Results for its Offer
to Purchase and Pricing of its New Euro-Denominated
Notes
Espoo, Finland - Nokia Corporation
("Nokia") announces the early results of its offers to
purchase Euro Notes and Dollar Notes and the pricing for each
series of Dollar Notes (each as defined below) for its previously
announced tender offers (the "Tender Offers") to purchase
for cash up to a Maximum Acceptance Amount of: (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.On February 22, 2017, Nokia announced its intention to
issue new euro-denominated fixed-rate notes to non-U.S. persons
outside the United States. On March 6, 2017, Nokia priced its EUR
500 million 1.00% Senior Notes due 2021 and EUR 750 million 2.00%
Senior Notes due 2024 issued under its 5,000,000,000 Euro Medium
Term Note Programme (the "New Notes"). Application will be
made for the New Notes to be admitted to listing and trading on the
Irish Stock Exchange. The New Notes are expected to settle on or
around March 15, 2017.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.Early
Tender ResultsAs of 5:00 p.m. (New York time), on March 7, 2017
(the "Early Tender Date"), according to information provided
by Lucid Issuer Services Limited (the "Tender Agent"), the
aggregate principal amounts of the Euro Notes and the Dollar Notes
listed in the table below have been validly tendered and not
validly withdrawn in the Tender Offers.
Descrip-
tion |
ISIN/ CU
SIP |
Princ
ipal Amou nt Out stand
ing |
Ac cept
ance Prio rity Le vel |
Princ ipal Amo unt
Tend ered |
Per cent
Tend ered of Prin cipal Amo
unt Outsta nding |
Ear ly Ten der Pay
ment(1) |
6.75% Notes due February 4, 2019 |
XS0411735482 |
EUR 500,000,000 |
1 |
EUR
262,605,000 |
52.52% |
EUR 30
per EUR 1,000 |
6.50% Debentures due January 15, 2028 |
US549463AC10/ 549463AC1 |
USD 300,000,000 |
2 |
USD
85,950,000 |
28.65% |
USD 30
per USD 1,000 |
6.45% Debentures due March 15, 2029 |
US549463AE75/ 549463AE7 |
USD 1,360,000,000 |
2 |
USD
400,861,000 |
29.48% |
USD 30
per USD 1,000 |
________________
- 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.
The principal amount of each series of Notes
listed in the table above that is ultimately accepted for purchase
will be determined in accordance with the Maximum Acceptance Amount
(as defined below) and the Acceptance Priority Levels set forth in
the table above, as described in the Offer to Purchase.
Withdrawal rights for the Tender Offers expired
on the Early Tender Date. As a result, tendered Notes may no longer
be withdrawn, except as required by law.
The Tender Offers will expire at 11:59 p.m. (New York time) on
March 21, 2017 (the "Expiration Date"). Nokia reserves the
right, subject to applicable law, at any time, for any reason, to
extend the Expiration Date. Any such extension will be announced in
the manner described in the Offer to Purchase.
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.
Consideration
Holders of Notes were required to validly tender
and not validly withdraw their Notes prior to or at the Early
Tender Date to be eligible to receive the Euro Notes Early
Consideration or the Dollar Notes Early Consideration (each as
defined below), as applicable, which include the Early Tender
Payment applicable to the relevant series of Notes.
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 Offers will receive the Euro Notes Late
Consideration or the Dollar Notes Late Consideration (each as
defined below), as applicable.
The applicable Euro Notes Early Consideration, Euro Notes Late
Consideration, 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.
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 an amount in cash in euros (the
"Euro Notes Early Consideration") to be determined in the
manner described in the Offer to Purchase by reference to a fixed
purchase yield of -0.10 per cent. (the "Euro Notes Purchase
Yield").
For information purposes only, 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.
Holders of Euro Notes subject to the Tender
Offers tendering after the Early Tender Date, but at or prior 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".
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 (announced hereby) for such Dollar
Notes, plus (ii) the Fixed Spread set forth in the table below.
The "Reference Yield" is the bid-side yield of the
Reference U.S. Treasury security set forth in the table below, and
has been 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 the date hereof. The Dollar Notes Early Consideration
for each series of Dollar Notes is based on the Reference Yield
plus the Fixed Spread as set forth in the table below.
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
relevant series of the Dollar Notes (the "Dollar Notes Late
Consideration").
The table set below sets forth the expected Dollar Notes Early
Consideration and Dollar Notes Late Consideration assuming the
Tender Offer Settlement Date is March 23, 2017:
Descri
ption |
ISIN/
CUSIP |
Princ
ipal Amo unt Out stand
ing |
Fix ed
Spr ead |
Refe
rence U.S. Trea sury Sec
urity |
Refe rence Yie ld |
Dol lar No tes Ear
ly Con sid era tion |
Dol lar Not es Late Con
sid era tion |
6.50% Debentures due January 15, 2028 |
US549463AC10/ 549463AC1 |
USD 300,000,000 |
285bps |
2.25%
U.S. Treasury Security due February 15, 2027 |
2.569% |
USD
1,087.47 per USD 1,000 |
USD
1,057.47 per USD 1,000 |
6.45% Debentures due March 15, 2029 |
US549463AE75/ 549463AE7 |
USD 1,360,000,000 |
285bps |
2.25%
U.S. Treasury Security due February 15, 2027 |
2.569% |
USD
1,089.96 per USD 1,000 |
USD
1,059.96 per USD 1,000 |
Accrued Interest
For both Euro Notes and Dollar 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").
New Financing Conditions and Other Conditions
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 New Notes are
expected to settle on or around March 15, 2017. As of the date of
this press release, the aggregate principal amount of the New Notes
is expected to exceed the Maximum Acceptance Amount.
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) is
no greater than the cash amount equal to USD 1.0 billion (such
amount, which may be increased or decreased, the "Maximum
Acceptance Amount"). Nokia will determine whether the Maximum
Acceptance Amount has been reached from time to time by converting
the principal amount of the Euro Notes validly tendered and
accepted for purchase into U.S. dollars using an exchange rate of
EUR 1.00 to USD 1.0557.
Subject to the terms of the Tender Offers, Nokia
will only accept for purchase Notes for an aggregate purchase price
(excluding any Accrued Interest) 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 first 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 may, subject to applicable law, at its option and sole
discretion, extend, re-open or amend the Tender Offers in any
respect or terminate the Tender Offers as described in the Offer to
Purchase. Subject to applicable law, the Tender Offer for each
series of Notes is being made independently of the other Tender
Offers, and Nokia reserves the right to terminate, withdraw, amend
or extend the Tender Offers for each series of Notes without also
terminating, withdrawing, amending or extending the other 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 |
Citigroup
Centre Canada Square Canary Wharf London E14 5LB United
Kingdom |
Winchester House 1 Great Winchester Street London EC2N 2DB United
Kingdom |
London
Tel.: +44 20 7986 8969 United States Tel (toll-free): +1
(800) 558-3745 Tel (collect): +1 (212) 723-6106 Attn.:
Liability Management Group |
London
Tel: +44 20 7545 8011 United States Tel (toll-free): +1
(855) 287-1922 Tel (collect): +1 (212) 250-7527 Attn.:
Liability Management Group |
liabilitymanagement.europe@citi.com |
liability.management@db.com |
Merrill Lynch International |
Nordea
Bank AB (publ) |
2 King
Edward Street London EC1A 1HQ United Kingdom |
Smålandsgatan 17 SE-105 71 Stockholm Sweden |
London
Tel: +44 (0) 20 7996 5420 United States Tel (toll-free): +1
(888) 292-0070 Tel (collect): +1 (980) 387-3907 Attn.:
Liability Management Group |
Europe
Tel: +45 6161 2996 Attn.: Nordea Liability Management
NordeaLiabilityManagement@nordea.com |
DG.LM_EMEA@baml.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 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 stock exchange
release, 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 stock exchange release 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 stock
exchange release 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 stock exchange release 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 stock exchange
release, 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 stock exchange release 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 stock
exchange release 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 stock exchange
release 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
stock exchange release 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 stock exchange release 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 stock exchange release 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 NokiaNokia is a global
leader innovating the technologies at the heart of our connected
world. Powered by the research and innovation of Nokia Bell Labs,
we serve communications service providers, governments, large
enterprises and consumers, with the industry's most complete,
end-to-end portfolio of products, services and licensing.
From the enabling infrastructure for 5G and the
Internet of Things, to emerging applications in virtual reality and
digital health, we are shaping the future of technology to
transform the human experience. www.nokia.com
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 investigations 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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