2017-02-22 18:30:57 CET
2017-02-22 18:30:57 CET
REGULATED INFORMATION
Nokia - Inside information
Nokia commences offer to purchase outstanding notes for up to USD 1.0 billion total consideration
Nokia Corporation
Stock Exchange Release
February 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:
Ac
Princ cep
ipal tan Ear
Amou ce ly Bloom-
nt Prio Ten Reference berg
ISIN/ Out rity der Fixed U.S. Refer-
Descrip- CU stan Le Pay Spre Fixed Treasury ence
tion SIP ding vel ment((1)) ad((1)) Yield((1)(2)) Security Page
6.75% XS0 EUR 1 EUR N/A -0.10% N/A N/A
Notes 411 500, 30
due 735 000, per
February 482 000 EUR
4, 2019 1,000
6.50% US5 USD 2 USD 285 N/A 2.25% PX1
Deben- 494 300, 30 per USD bps U.S.
tures due 63A 000, 1,000 Treasury
January C10/ 000 Security
15, 2028 549 due
463 February
AC1 15, 2027
6.45% US5 USD 2 USD 285 N/A 2.25% PX1
Deben- 494 1,360, 30 per USD bps U.S.
tures due 63A 000, 1,000 Treasury
March E75/ 000 Security
15, 2029 549 due
463 February
AE7 15, 2027
_____________________
1. 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.
2. 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 Holders must tender Notes pursuant to
7, 2017, as may be extended, re- the Tender Offers on, or prior to, the
opened, amended and/or terminated. 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 Except in certain limited circumstances
7, 2017, as may be extended, re- where Nokia determines that additional
opened, amended and/or terminated. 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 The time at which the Reference Yield,
time) on March 8, 2017, as may be Dollar Notes Early Consideration and
extended. 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 As soon as practicable after the Early
March 8, 2017. 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 The Tender Offers expire at the
21, 2017, as may be extended, re- Expiration Date unless Nokia extends,
opened, amended and/or terminated. re-opens, amends and/or terminates them
earlier in its sole discretion.
Results Announcement
Expected to be March 22, 2017, or as Announcement of whether the New
soon as practicable thereafter. 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 Expected settlement of the Tender
soon as practicable thereafter. 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 Deutsche Bank AG, Merrill Lynch Nordea Bank
Markets Limited London Branch International AB (publ)
Citigroup Centre Winchester House 2 King Edward Smålandsgatan
Canada Square 1 Great Winchester Street 17
Canary Wharf Street London EC1A SE-105 71
London E14 5LB London EC2N 2DB 1HQ Stockholm
United Kingdom United Kingdom United Sweden
Kingdom
Europe London London Europe
Tel.: +44 20 7986 8969 Tel: Tel: +44 (0) Tel:
+44 20 7545 8011 20 7996 5420 +45 6161 2996
United States Attn.: Nordea
Tel (toll-free): +1 (800) United States United States Liability
558-3745 Tel (toll-free): +1 Tel (toll- Management
Tel (collect): +1 (212) (855) 287-1922 free): +1
723-6106 Tel (collect): +1 (888)
(212) 250-7527 292-0070
Attn.: Liability Management Tel
Group Attn.: Liability (collect):
Management +1 (980)
Group 387-3907
Attn.:
Liability
Management
Group
liabilitymanagement.europe liability.management DG.LM_EMEA NordeaLiability
@citi.com @db.com @baml.com 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-à-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 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 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.
[]
© 2024 Nasdaq, Inc. All Rights Reserved |