Nokia CorporationStock Exchange ReleaseMarch 30, 2017 at 16:00
(CET +1)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER
JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW.
Preliminary results of Nokia Solutions and Networks' tender
offer for all the shares and option rights of Comptel
Espoo, Finland - The offer period under the recommended public
cash tender offer by Nokia Solutions and Networks Oy (the
"Offeror"), a wholly-owned indirect subsidiary of Nokia
Corporation, to purchase all of the issued and outstanding shares
and option rights in Comptel Corporation ("Comptel") that
are not owned by Comptel or any of its subsidiaries (the "Tender
Offer") expired on March 29, 2017.
According to the preliminary results of the Tender Offer, the
shares tendered in the Tender Offer represent approximately 88.39%
of all the shares and votes in Comptel (excluding the treasury
shares held by Comptel) and approximately 83.30% of all the shares
and votes of Comptel on a fully diluted basis as defined in the
terms and conditions of the Tender Offer. In total, approximately
75.31% of Comptel's 2014 option rights and all of Comptel's 2015
option rights have been tendered in the Tender Offer.
According to the terms and conditions of the Tender Offer, the
completion of the Tender Offer is subject to more than 90% of all
the shares in Comptel, together with any other Comptel shares
acquired by the Offeror or Nokia Corporation, on a fully diluted
basis, having been tendered in the Tender Offer (the "Minimum
Acceptance Condition"). In light of the preliminary results,
the Offeror intends to waive the Minimum Acceptance Condition
provided that the final results of the Tender Offer confirm the
preliminary results. If the Minimum Acceptance Condition is waived
and all other conditions to completion are satisfied, the Offeror
will complete the Tender Offer in accordance with its terms and
conditions.
"We are very pleased with the preliminary results announced
today, which show strong support from Comptel shareholders for the
rationale underpinning the planned acquisition and the long-term
vision shared by both companies. We look forward to completing this
offer in the coming days, and taking the next steps to finalize the
transaction," said Nokia Chief Financial Officer Kristian
Pullola.
The Offeror will confirm and announce the final results of the
Tender Offer on or about April 3, 2017 and at the same time confirm
whether the Tender Offer will be completed. In connection with the
announcement of the final results, and provided that the Tender
Offer will be completed, the Offeror intends to extend the offer
period by a subsequent offer period, as referred to in the terms
and conditions of the Tender Offer.
The Offeror or Nokia Corporation may now purchase shares and
option rights in Comptel also in public trading on Nasdaq Helsinki
or otherwise at a price not exceeding the offer price of EUR 3.04
in cash per share and at a price not exceeding the offer price for
the option rights as follows: EUR 2.56 in cash for each 2014A
option right, EUR 2.16 in cash for each 2014B option right and EUR
1.53 in cash for each 2014C option right.
Media Enquiries:NokiaCommunicationsPhone: +358 (0) 10 448
4900E-mail: press.services@nokia.com
Investor Enquiries:NokiaInvestor RelationsPhone: + 358 40
803 4080E-mail: investor.relations@nokia.com
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
About ComptelLife is digital moments. Comptel perfects
these by transforming how you serve, meet and respond to the needs
of "Generation Cloud" customers.Our solutions allow you to innovate
rich communications services instantly, master the orchestration of
service and order flows, capture data-in-motion and refine your
decision-making. We apply intelligence to reduce friction in your
business.
Comptel has enabled the delivery of digital and communications
services to more than 2 billion people. Every day, we care for more
than 20% of all mobile usage data. Nearly 300 service providers
across 90 countries have trusted us to perfect customers' digital
moments. For more information, visit www.comptel.com.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER
JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW.
FORWARD-LOOKING STATEMENTSIt should be noted that Nokia and its
businesses are exposed to various risks and uncertainties and
certain statements herein that are not historical facts are
forward-looking statements, including, without limitation, those
regarding: A) our ability to integrate Alcatel Lucent into our
operations and achieve the targeted business plans and benefits,
including targeted synergies in relation to the acquisition of
Alcatel Lucent; B) expectations, plans or benefits related to our
strategies and growth management; C) expectations, plans or
benefits related to future performance of our businesses; D)
expectations, plans or benefits related to changes in
organizational and operational structure; E) expectations regarding
market developments, general economic conditions and structural
changes; F) expectations and targets regarding financial
performance, results, operating expenses, taxes, currency exchange
rates, hedging, cost savings and competitiveness, as well as
results of operations including targeted synergies and those
related to market share, prices, net sales, income and margins; G)
timing of the deliveries of our products and services; H)
expectations and targets regarding collaboration and partnering
arrangements, joint ventures or the creation of joint ventures, as
well as our expected customer reach; I) outcome of pending and
threatened litigation, arbitration, disputes, regulatory
proceedings or investigations by authorities; J) expectations
regarding restructurings, investments, uses of proceeds from
transactions, acquisitions and divestments and our ability to
achieve the financial and operational targets set in connection
with any such restructurings, investments, divestments and
acquisitions, including our expectations, intentions and targets
related to the acquisition of Comptel, the extension of the offer
period for the tender offer and possible purchases of share or
option rights; and K) statements preceded by or including
"believe," "expect," "anticipate," "foresee," "sees," "target,"
"estimate," "designed," "aim," "plans," "intends," "focus,"
"continue," "project," "should," "will" or similar expressions.
These statements are based on management's best assumptions and
beliefs in light of the information currently available to it.
Because they involve risks and uncertainties, actual results may
differ materially from the results that we currently expect.
Factors, including risks and uncertainties that could cause these
differences include, but are not limited to: 1) our ability to
execute our strategy, sustain or improve the operational and
financial performance of our business and correctly identify and
successfully pursue business opportunities or growth; 2) our
ability to achieve the anticipated benefits, synergies, cost
savings and efficiencies of the acquisition of Alcatel Lucent, as
well as the benefits of the acquisition of Comptel, and our ability
to implement our organizational and operational structure
efficiently; 3) general economic and market conditions and other
developments in the economies where we operate; 4) competition and
our ability to effectively and profitably compete and invest in new
competitive high-quality products, services, upgrades and
technologies and bring them to market in a timely manner; 5) our
dependence on the development of the industries in which we
operate, including the cyclicality and variability of the
information technology and telecommunications industries; 6) our
global business and exposure to regulatory, political or other
developments in various countries or regions, including emerging
markets and the associated risks in relation to tax matters and
exchange controls, among others; 7) our ability to manage and
improve our financial and operating performance, cost savings,
competitiveness and synergies after the acquisition of Alcatel
Lucent and the acquisition of Comptel; 8) our dependence on a
limited number of customers and large multi-year agreements; 9) our
exposure to direct and indirect regulation, including economic or
trade policies, and the reliability of our governance, internal
controls and compliance processes to prevent regulatory penalties
in our business or in our joint ventures; 10) our exposure to
various legislative frameworks and jurisdictions that regulate
fraud and enforce economic trade sanctions and policies, and the
possibility of proceedings or investigations that result in fines,
penalties or sanctions; 11) the potential complex tax issues, tax
disputes and tax obligations we may face in various jurisdictions,
including the risk of obligations to pay additional taxes; 12) our
actual or anticipated performance, among other factors, which could
reduce our ability to utilize deferred tax assets; 13) our ability
to retain, motivate, develop and recruit appropriately skilled
employees; 14) disruptions to our manufacturing, service creation,
delivery, logistics and supply chain processes, and the risks
related to our geographically-concentrated production sites; 15)
the impact of litigation, arbitration, agreement-related disputes
or product liability allegations associated with our business; and
16) our ability to achieve targeted benefits from or successfully
implement planned transactions, including the acquisition of
Comptel, as well as the liabilities related thereto, as well as the
risk factors specified on pages 67 to 85 of this annual report on
Form 20-F under "Operating and financial review and Prospects-Risk
factors", and in our other filing in our other filings with the
U.S. Securities and Exchange Commission. Other unknown or
unpredictable factors or underlying assumptions subsequently proven
to be incorrect could cause actual results to differ materially
from those in the forward-looking statements. We do not undertake
any obligation to publicly update or revise forward-looking
statements, whether as a result of new information, future events
or otherwise, except to the extent legally required.
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN
ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN
PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN,
AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.INVESTORS SHALL
ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON
THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT.
OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY
APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION
OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN
IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN
PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS
WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO
OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN
PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY
ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF
INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL
SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE
ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR
INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, SOUTH AFRICA OR HONG KONG.
THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS
RELATING TO THE TENDER OFFER ARE FOR DISTRIBUTION IN THE UNITED
KINGDOM ONLY TO PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMENDED, THE "FINANCIAL PROMOTION ORDER"), (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.") OF THE FINANCIAL
PROMOTION ORDER, (III) ARE PERSONS FALLING WITHIN ARTICLE 43 OF THE
FINANCIAL PROMOTION ORDER, (IV) ARE OUTSIDE THE UNITED KINGDOM, OR
(V) ARE PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN
INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE
ISSUE OR SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE
COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS STOCK
EXCHANGE RELEASE AND THE TENDER OFFER AND THE MATERIALS RELATING
THERETO ARE DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS STOCK EXCHANGE
RELEASE RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
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