Nokia CorporationStock Exchange ReleaseMarch 10,
2017 at 14:00 (CET+1)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER
JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW.
Nokia Solutions and Networks supplements the tender offer
document relating to the tender offer for all shares and option
rights issued by Comptel
Espoo, Finland - As announced on 23 February 2017, Nokia
Solutions and Networks Oy (the "Offeror"), a wholly-owned
indirect subsidiary of Nokia Corporation, has on 27 February 2017
commenced a voluntary public cash tender offer to purchase all of
the shares and option rights issued by Comptel Corporation
("Comptel") that are not owned by Comptel or any of its
subsidiaries.
Comptel published its audited financial statements and annual
report for the financial year ended 31 December 2016 ("2016
Financial Statements") on 10 March 2017. As set forth in the
supplement to the tender offer document, attached as Annex 1 of
this release, the Offeror supplements the tender offer document
with the 2016 Financial Statements, which is attached as Annex 2 to
this release and included as Annex F in the tender offer
document.
The tender offer document, together with the supplement, is
available in Finnish at the branch offices of Nordea Bank AB
(publ), Finnish Branch, at Nasdaq Helsinki, Fabianinkatu 14,
FI-00130 Helsinki, Finland, and at the Offeror's headquarters at
Karaportti 3, FI-02610 Espoo, Finland, and the electronic version
of the tender offer document is available in Finnish online at
www.nordea.fi/osakkeet, www.comptel.com/nokia-tender-offer and
www.nokia.com/fi_fi/sijoittajat/yritysostot-ja-myynnit, and in
English online at www.nordea.fi/equities,
www.comptel.com/nokia-tender-offer and
www.nokia.com/en_int/investors/acquisitions-divestments.
Annex 1: Supplement to the tender offer document
Annex 2: 2016 Financial Statements of Comptel Corporation
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 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: 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 the related tender offer; 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.
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.
Attachments:
http://www.globenewswire.com/NewsRoom/AttachmentNg/e8b640d2-a3aa-4e0c-95ac-e895435e6d9a
Attachments:
http://www.globenewswire.com/NewsRoom/AttachmentNg/28837905-2509-48e1-a0c4-10be65701369
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