2017-03-22 09:51:12 CET
2017-03-22 09:51:12 CET
BIRTINGARSKYLDAR UPPLÝSNINGAR
Nokia - Tender offer
Nokia Announces Final Results for its Offer to Purchase Euro and Dollar Notes
Nokia Corporation
Stock Exchange Release
March 22, 2017 at 10:50 (CET +1)
Nokia Announces Final Results for its Offer to Purchase Euro and Dollar Notes
Espoo, Finland - Nokia Corporation ("Nokia") announces the final results of its
offer to purchase Euro Notes and Dollar Notes 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 were 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 Tender Offers expired at 11:59 p.m. (New York time) on March 21, 2017 and
are expected to be settled on March 23, 2017 (the "Tender Offer Settlement
Date"). As of the Expiration Date, an aggregate principal amount of Notes equal
to USD 770,684,828.40 were validly tendered pursuant to the Tender Offers.
On March 15, 2017, Nokia completed the issuance of its EUR 1.25 billion
aggregate principal amount of new notes comprised of (i) EUR 500 million 1.00%
Senior Notes due 2021 and (ii) EUR 750 million 2.00% Senior Notes due 2024, each
issued under its EUR 5,000,000,000 Euro Medium Term Note Programme (the "New
Notes"). The New Notes were admitted to listing and trading on the Irish Stock
Exchange on March 15, 2017. Nokia hereby confirms that (i) the New Financing
Condition set forth in the Offer to Purchase has been satisfied; and (ii) it has
accepted all Notes validly tendered pursuant to the Tender Offers for purchase
in full. The Dollar Notes will not be subject to pro-ration.
The table below sets forth the aggregate principal amount of each series of
Notes that has been tendered and accepted for purchase in the Tender Offers and
the aggregate principal amount of each Series of Notes that will remain
outstanding after settlement of the Tender Offers.
Principal
Principal Amount Amount
Out-standing Outstanding
ISIN/ before Principal Post-Tender
Description CUSIP the Tender Offers Amount Tendered Offers((1))
6.75% Notes XS0411735482 EUR 500,000,000 EUR 268,812,000 EUR
due February 231,188,000
4, 2019
6.50% US549463AC10/ USD 300,000,000 USD 85,990,000 USD
Debentures 549463AC1 214,010,000
due January
15, 2028
6.45% US549463AE75/ USD 1,360,000,000 USD 400,910,000 USD
Debentures 549463AE7 959,090,000
due March
15, 2029
________________
1. As described in the Offer to Purchase, following the Tender Offer Settlement
Date, Nokia expects to cancel the Euro Notes acquired in the Tender Offers
and to hold the Dollar Notes purchased in the Tender Offers. The principal
amount outstanding for the Dollar Notes does not include the Dollar Notes
held by Nokia after the Tender Offers.
The table below sets forth the final Euro Notes Early Consideration, the Euro
Notes Late Consideration, the Dollar Notes Early Consideration, the Dollar Notes
Late Consideration, and the relevant Accrued Interest for each series of Notes
subject to the Tender Offers.
Principal
Amount Out- Early
standing Tender Early Late Accrued
ISIN/ before the Pay- Consid- Consid- Interest
Description CUSIP Tender Offers ment((1)) eration eration
6.75% Notes XS0411735482 EUR EUR 30 EUR EUR EUR 8.69
due 500,000,000 per 1,128.37 1,098.37 per EUR
February EUR 1,000 per EUR per EUR 1,000
4, 2019 1,000 1,000
6.50% US549463AC10/ USD USD 30 USD USD USD
Debentures 549463AC1 300,000,000 per USD 1,087.47 1,057.47 12.28
due January 1,000 per USD per USD per USD
15, 2028 1,000 1,000 1,000
6.45% US549463AE75/ USD USD 30 USD USD USD 1.43
Debentures 549463AE7 1,360,000,000 per 1,089.96 1,059.96 per USD
due March USD 1,000 per USD per USD 1,000
15, 2029 1,000 1,000
________________
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 deducts the Early Tender Payment from the purchase price
calculated from the applicable Fixed Spread or Fixed Yield.
Holders of Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date and accepted for purchase pursuant to the Tender Offers will
receive the Euro Notes Early Consideration or the Dollar Notes Early
Consideration, as applicable, which includes 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, as applicable. In
addition, all Holders of Notes validly tendered and not validly withdrawn and
accepted for purchase pursuant to the Tender Offers will receive the applicable
Accrued Interest.
The applicable Euro Notes Early Consideration, Euro Notes Late Consideration,
Dollar Notes Early Consideration or Dollar Notes Late Consideration, along with
Accrued Interest, will be payable on the Tender Offer Settlement Date or as soon
as practicable thereafter. Any Note accepted for payment pursuant to the Tender
Offer 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 Smålands-
Canada Square 1 Great Winchester Street gatan 17
Canary Wharf Street London London SE-105 71
London E14 5LB EC2N 2DB EC1A 1HQ Stockholm
United United Kingdom United Sweden
Kingdom Kingdom
London London London Europe
Tel.: +44 20 Tel: +44 20 7545 8011 Tel: +44 (0) Tel: +45 6161 2996
7986 8969 20 7996 5420
United States
United States Tel (toll-free): United States
Tel (toll-free): +1 (855) 287-1922 Tel (toll-
+1 (800) 558-3745 Tel (collect): free):
Tel (collect): +1 (212) 250-7527 +1 (888) Attn.: Nordea
+1 (212) 723-6106 292-0070 Liability
Attn.: Liability Tel Management
Attn.: Liability Management (collect):
Management Group +1 (980)
Group 387-3907
Attn.:
Liability
Management
Group
liabilitymanagement. liability.management DG.LM_EMEA NordeaLiability
europe@citi.com @db.com @baml.com Management@nordea.com
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 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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