Comptel - Tender offer

Comptel Corporation: Final result of the subsequent offer period of Nokia Solutions and Networks' tender offer for all the shares and option rights of Comptel

Comptel Corporation

Stock Exchange Release

April 24, 2017 at 3.45 PM EET



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDI-RECTLY, 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.



The subsequent offer period (the "Subsequent 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 ("Nokia"),
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") commenced on April 4, 2017 and expired on
April 19, 2017.



Nokia has announced today that according to the final result of the Subsequent
Offer Period, the shares tendered during the Subsequent Offer Period represent
approximately 3.99% of all the shares and votes in Comptel (excluding the
treasury shares held by Comptel). Together with the shares tendered during the
actual offer period and otherwise acquired by the Offeror through market
purchases, the shares acquired by the Offeror in connection with the Tender
Offer represent approximately 96.95% of all the shares and votes in Comptel
(excluding the treasury shares held by Comptel). In addition, approximately
7.09% of Comptel's 2014 option rights have been tendered during the Subsequent
Offer Period. Together with the 2014 option rights tendered during the actual
offer period, the 2014 option rights tendered in the Tender Offer represent
approximately 96.43% of Comptel's 2014 option rights. All of the 2015 options
rights of Comptel have been tendered in the Tender Offer.



Nokia has announced today that the offer consideration for the shares and option
rights validly tendered during the Subsequent Offer Period will be paid to the
shareholders and holders of option rights on or about April 27, 2017 in
accordance with the payment procedures described in the terms and conditions of
the Tender Offer.



The Offeror's intention is to acquire all the shares and option rights in
Comptel. The Offeror has on April 7, 2017 filed an application with the
Redemption Committee of the Finland Chamber of Commerce to initiate compulsory
redemption proceedings for the remaining Comptel shares under the Finnish
Limited Liability Companies Act.



Nokia has announced today that the Offeror or Nokia may purchase further 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.



The Offeror intends to cause the shares and option rights of Comptel to be
delisted from Nasdaq Helsinki Ltd. as soon as permitted and practicable under
applicable laws.



Further information:



Comptel

Tom Jansson

Chief Financial Officer

tel. +358 40 700 1849

tom.jansson@comptel.com





ABOUT COMPTEL



Life 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
INDI-RECTLY, 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



This stock exchange release contains statements that, to the extent they are not
historical facts, constitute "forward looking statements''. Forward looking
statements include statements concerning our plans, ex-pectations, projections,
objectives, targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions relating
to acquisitions, our competitive strengths and weaknesses, plans or goals
relating to financial position, future operations and development, our business
strategy and the trends we anticipate in the industries and the political and
legal environment in which we operate and other information that is not
historical information. In some instances, they can be identified by the use of
forward-looking terminology, including the terms "believes", "intends", "may",
"will" or "should" or, in each case, their negative or variations on comparable
terminology. By their very nature, forward looking statements involve inherent
risks, uncertainties and assumptions, both general and specific, and risks exist
that the predictions, forecasts, projections and other forward looking
statements will not be achieved. Given these risks, uncertainties and
assumptions, investors are cautioned not to place undue reliance on such forward
looking statements. Any forward looking statements contained herein speak only
as at the date of this stock exchange release.



THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DI-RECTLY 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
OF-FER 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, AUSTRAL-IA, 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 EX-CHANGE 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 ASSOCIA-TIONS ETC.") OF THE FINANCIAL PROMOTION ORDER, (III) ARE
PERSONS FALLING WITHIN ARTI-CLE 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 RE-FERRED 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 IN-VESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS STOCK EXCHANGE RELEASE RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PER-SONS. 

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