2017-05-30 16:50:39 CEST
2017-05-30 16:50:39 CEST
REGULATED INFORMATION
Nokia - Inside information
Nokia commences Tender Offers for outstanding notes and Consent Solicitation from certain note holders
Nokia Corporation
Stock Exchange Release
May 30, 2017 at 17:50 (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 Tender Offers for outstanding notes and Consent Solicitation
from certain note holders
Espoo, Finland - Nokia Corporation ("Nokia"), announces that it has commenced
tender offers (the "Tender Offers") to purchase for cash: (i) the USD
300 000 000 6.50% debentures due January 15, 2028 (the "2028 Notes"); (ii) the
USD 1 360 000 000 6.45% debentures due March 15, 2029 (the "2029 Notes") (the
2028 Notes and the 2029 Notes, together the "ALU Notes") issued by Lucent
Technologies Inc. (the predecessor to Alcatel-Lucent USA Inc. ("Alcatel
Lucent"); and (iii) the USD 1 000 000 000 5.375% notes due March 15, 2019 issued
by Nokia (the "2019 Notes" and, together with the ALU Notes, the "Notes").
Alcatel Lucent is a wholly-owned subsidiary of Nokia.
The Tender Offers and Consent Solicitation (as described below) are being made
on the terms and subject to the conditions set out in the offer to purchase
dated May 30, 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:
Prin- Refer- Amount
cipal ence Sub-
Amo- Accep U.S. Bloom- Early ject
unt -tance Trea- berg Tender to
Out- Prio- sury Refer- Fixed Pay- the
Desc- ISIN/ stand- rity Secu- ence Spread( ment( Tender
ription CUSIP ing Level rity Page (1)) (1)) Offers
6.50% US54946 $214 1 2.375% PX1 225 bps $30 per Any
Deben- 3AC10/ 010 000( U.S. $1 000 and
tures 5494 (2)) Trea- All
due Jan- 63AC1 sury
uary Secu-
15, 2028 rity due
May
15, 2027
6.45% US5494 $959 1 2.375% PX1 225 bps $30 per Any
Deben- 63AE75/ 090 000( U.S. $1 000 and
tures (2)) Trea- All
due 549463AE7 sury
March Secu-
15, 2029 rity due
May
15, 2027
5.375% US6549 $1 2 1.25% PX1 40 bps $30 per Sub-
Notes 02AB18/ 000 000 000 U.S. $1 000 ject
due 654902AB1 Trea- to
May sury the
15, 2019 Sec- Maxi-
urity mum
due Accep-
May tance
31, 2019 Amount
_____________________
1. The purchase price calculated from the applicable 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.
2. As of May 30, 2017, Nokia holds an additional USD 85 990 000 of the 6.50%
Debentures due January 15, 2028 and USD 400 910 000 of the 6.45% Debentures
due March 15, 2029, which are not reflected in the table above. Nokia is an
affiliate of Alcatel Lucent and, as a result, in determining whether the
holders of the required principal amount of ALU Notes have concurred in any
direction, waiver or consent, ALU Notes owned by Nokia will be disregarded.
For additional information, see the Offer to Purchase under the section "The
Terms of the Tender Offers and Consent Solicitation-Notes Accepted for
Purchase."
If Nokia decides to accept any Notes for purchase, Nokia proposes to accept for
purchase pursuant to the Tender Offers (i) all ALU Notes validly tendered and
(ii) an aggregate principal amount of 2019 Notes such that the total amount
payable by Nokia for all Notes (including the ALU Notes) accepted for purchase
pursuant to the Tender Offers (excluding any Accrued Interest) is no greater
than a cash spend amount equal to USD 1 500 000 000 (such amount, which may be
increased or decreased, the "Maximum Acceptance Amount").
Concurrently with the Tender Offers, Alcatel Lucent is soliciting (the "Consent
Solicitation") consents (the "Consents") from each holder of ALU Notes to
certain proposed amendments (the "Proposed Amendments") to the indenture
governing the ALU Notes (the "ALU Indenture"). The Proposed Amendments would
eliminate: (i) covenants in the ALU Indenture governing the ALU Notes with
respect to (a) liens, (b) sale and leaseback transactions and (c) reports; and
(ii) certain events of default with respect to the ALU Notes, other than certain
events of default including the failure to pay principal of or premium, if any,
on and interest on such ALU Notes, and bankruptcy.
Rationale for the Tender Offers and Consent Solicitation
The purpose of the Tender Offers is to (i) streamline Nokia's capital structure
by reducing the quantum of legacy debt at its subsidiary level; and (ii)
proactively refinance its short-dated 2019 Notes and thereby optimize its debt
structure in the context of the planned issue of New Notes (as defined and
described below).
The purpose of the concurrent Consent Solicitation for the ALU Notes is to
provide Nokia with greater flexibility and reduce administrative cost at the
Alcatel Lucent level. In addition, Nokia intends to apply to S&P to withdraw the
ratings of Alcatel Lucent and the ALU Notes, which do not currently benefit from
an explicit guarantee; Moody's rating of the ALU Notes was withdrawn in 2012.
The Tender Offers for the ALU Notes are therefore structured on an any-and-all
basis in order to give all holders of the ALU Notes the opportunity to exit such
Notes at a premium to market levels prevailing at the time of launch.
Nokia intends to use all or part of the proceeds from the New Notes and cash on
balance sheet to fund the Tender Offers and Consent Solicitation. Depending on
the results of the Tender Offers and Consent Solicitation, Nokia may redeem all
or part of the 2019 Notes that remain outstanding following settlement of the
Tender Offers, by exercising the contractual make-whole redemption call set
forth in the Nokia Indenture.
Terms and conditions of the Tender Offers and Consent Solicitation
Maximum Acceptance Amount, Acceptance Priority Levels and Pro-ration
Subject to the terms and conditions in the Offer to Purchase, Nokia will accept
all ALU Notes validly tendered in the Tender Offers. Nokia will only accept for
purchase 2019 Notes for an aggregate purchase price (excluding any Accrued
Interest) 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 or decrease 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 2019 Notes may be subject to pro-ration, each as more fully described in the
Offer to Purchase.
All ALU Notes validly tendered (having a higher Acceptance Priority Level) will
be accepted for purchase in full before any validly tendered 2019 Notes (having
a lower Acceptance Priority Level). However, if Nokia exercises the Early
Settlement Election, 2019 Notes validly tendered before the Early Tender Date
will be accepted for purchase in priority to any 2019 Notes validly tendered
after the Early Tender Date.
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
Consent Solicitation
By tendering (and not withdrawing) the ALU Notes, holders will be deemed to have
validly delivered their consent to the Proposed Amendments to the ALU Indenture.
Holders of the ALU Notes may not consent to the Proposed Amendments to the ALU
Indenture without tendering their ALU Notes in the Tender Offers and holders of
the ALU Notes may not tender their ALU Notes without consenting to the Proposed
Amendments.
Alcatel Lucent intends to execute a supplement to the ALU Indenture (a
"Supplemental Indenture") with The Bank of New York Mellon with respect to the
Proposed Amendments if Consents from holders of a majority of the outstanding
aggregate principal amount of each series of ALU Notes are received (the
"Requisite Consents"). The Supplemental Indenture will become effective upon
execution, but will provide that the Proposed Amendments will not become
operative unless (i) Nokia accepts all ALU Notes validly tendered for purchase
in the Tender Offer and (ii) the Requisite Consents for both series of ALU Notes
were received (the "Consent Solicitation Conditions"). The Consent Solicitation
is further conditioned on the Supplemental Indenture having been executed by the
parties thereto and having become a legally binding agreement. Assuming that the
Requisite Consents are received with respect to both series of ALU Notes, it is
expected that a Supplemental Indenture will be entered into promptly following
the later of: (i) the receipt of such Requisite Consents; and (ii) the
Withdrawal Deadline.
The Tender Offers are not conditional on the successful completion of the
Consent Solicitation. Alcatel Lucent will only implement the Proposed Amendments
if the Requisite Consents are received. There is no consent solicitation in
relation to the 2019 Notes.
Important Dates
The Tender Offers will expire at 11:59 p.m. (New York Time) on June 26, 2017
(the "Expiration Date"). Subject to the terms and conditions in the Offer to
Purchase, holders of Notes will be entitled to receive Early Consideration (as
defined below) plus Accrued Interest (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 June 12, 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
June 12, 2017, unless extended by Nokia (the "Withdrawal Deadline") but not
thereafter, except as required by applicable law.
The Consent Solicitation for the ALU Notes will expire at 5:00 p.m., New York
Time, on June 12, 2017, unless extended or earlier terminated.
Nokia may accept for purchase prior to the Final Settlement Date (as defined
below) the Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date (an "Early Settlement Election"). Nokia will announce whether
it intends to exercise the Early Settlement Election following the Early Tender
Date. The Early Settlement Date for the Tender Offers and Consent Solicitation
is expected to be promptly after the exercise of the Early Settlement Election
(the "Early Settlement Date"), subject to any amendment or extension of the
Early Settlement Date.
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 Late Consideration (as defined below) plus Accrued Interest (as defined
below). The Final Settlement Date for the Tender Offers and Consent Solicitation
is expected to be June 28, 2017, or as soon as practicable thereafter (the
"Final Settlement Date" and together with the Early Settlement Date, the
"Settlement Date"), subject to any amendment or extension of the Final
Settlement Date.
Early Consideration and Late Consideration
Nokia will pay an amount in cash in dollars to be paid for each USD 1 000
principal amount of each series of Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Date and accepted for purchase,
subject to the Maximum Acceptance Amount in the case of the 2019 Notes, which
will be equal to an amount (rounded to the nearest cent) that would reflect, as
of the relevant Settlement Date, a yield to the maturity date of such series of
Notes equal to the sum of: (i) the Reference Yield (as defined in the Offer to
Purchase) for such Notes, plus (ii) the relevant Fixed Spread set forth in the
table on the cover page of the Offer to Purchase (the "Early Consideration").
Nokia will pay an amount in cash in dollars to be paid for each USD 1 000
principal amount of each series of Notes validly tendered and not validly
withdrawn after the Early Tender Date and before the Expiration Date, and
accepted for purchase, subject to the Maximum Acceptance Amount in the case of
the 2019 Notes, which will be equal to an amount (rounded to the nearest cent)
that would reflect, as of the Final Settlement Date, a yield to the maturity
date of such series of Notes equal to the sum of: (i) the Reference Yield (as
defined in the Offer to Purchase) for such Notes, plus (ii) the relevant Fixed
Spread set forth in the table on the cover page of the Offer to Purchase; minus
the Early Tender Payment (the "Late Consideration").
Accrued Interest
For the Notes that are validly tendered and accepted for purchase, Nokia will
pay, on the applicable Settlement Date accrued interest from (and including) the
immediate preceding interest payment date for such Notes, to (but not including)
the applicable Settlement Date, calculated in accordance with the terms and
conditions of the Offer to Purchase ("Accrued Interest").
Minimum Denominations
The ALU Notes are denominated and, accordingly, can only be tendered in a
minimum principal amount of USD 1 000 and integral multiples of USD 1 000 in
excess thereof. The 2019 Notes are denominated and, accordingly, can only be
tendered in a minimum principal amount of USD 2 000 and integral multiples of
USD 1 000 in excess thereof.
New Notes
Nokia announced today its intention to issue new dollar-denominated fixed-rate
notes registered under the U.S. Securities Act of 1933, as amended (the "New
Notes"). The Tender Offers and Consent Solicitation are not conditional on the
completion of the New Notes offering.
Joint Dealer Managers and Solicitation Agents
Barclays Capital Inc., Citigroup Global Markets Limited, Goldman Sachs & Co. LLC
and J.P. Morgan Securities LLC are acting as Joint Dealer Managers and
Solicitation Agents for the Tender Offers and Consent Solicitation. Investors
with questions may contact the Joint Dealer Managers and Solicitation Agents at
the addresses and numbers shown below.
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
United States of America
London
Tel: +44 20 3134 8515
United States
Tel (toll-free): +1 (800) 438-3242
Tel (collect): +1 (212) 528-7581
Attn.: Liability Management Group
liability.management@barclays.com
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom
London
Tel.: +44 20 7986 8969
United States
Tel (toll-free): +1 (800) 558-3745
Tel (collect): +1 (212) 723-6106
Attn.: Liability Management Group
liabilitymanagement.europe@citi.com
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
United States of America
London
Tel: +44 20 7774 9862
United States
Tel (toll-free): +1 (800) 828-3182
Tel (collect): +1 (212) 357-1057
Attn.: Liability Management Group
liabilitymanagement.eu@gs.com
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
United States of America
London
Tel: +44 207 134 2468
United States
Tel (toll-free): +1 (866) 834-4666
Tel (collect): +1 (212) 834-3424
Attn.: Liability Management Desk
Copies of the Offer to Purchase can be requested from, and questions regarding
the procedures for tendering Notes may be directed to, the Tender and
Information 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 and
Consent Solicitation. This stock exchange release is neither an offer to sell
nor a solicitation of offers to buy any securities. The Tender Offers and
Consent Solicitation are being made only pursuant to the Offer to Purchase. None
of Nokia, Alcatel Lucent, the Joint Dealer Managers and Solicitation Agents, the
Tender and Information Agent, or the Trustees makes any recommendation in
connection with the Tender Offers and Consent Solicitation. Please refer to the
Offer to Purchase for a description of the offer terms, conditions, disclaimers
and other information applicable to the Tender Offers and Consent Solicitation.
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 and Consent Solicitation. The Joint Dealer
Managers and Solicitation Agents will not be responsible to any holders of Notes
for providing the protections afforded to customers of the Joint Dealer Managers
and Solicitation Agents or for advising any other person in connection with the
Tender Offers and Consent Solicitation.
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
We create the technology to connect the 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:
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) expectations, plans or benefits related to any future collaboration
or to the business collaboration agreement and the patent license agreement
between Nokia and Apple announced on May 23, 2017, including income to be
received under any collaboration or partnership or agreement; H) timing of the
deliveries of our products and services; I) expectations and targets regarding
collaboration and partnering arrangements, joint ventures or the creation of
joint ventures, including the creation of the new Nokia Shanghai Bell joint
venture and the related administrative, legal, regulatory and other conditions,
as well as our expected customer reach; J) outcome of pending and threatened
litigation, arbitration, disputes, regulatory proceedings or investigations by
authorities; K) expectations regarding restructurings, investments, capital
structure optimization efforts, 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, capital structure
optimization efforts, divestments and acquisitions; and L) 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, 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;
8) our dependence on a limited number of customers and large multi-year
agreements; 9) exchange rate fluctuations, as well as hedging activities; 10)
Nokia Technologies' ability to protect its IPR and to maintain and establish new
sources of patent licensing income and IPR-related revenues, particularly in the
smartphone market; 11) our ability to successfully realize the expectations,
plans or benefits related to any future collaboration or to the business
collaboration agreement and the patent license agreement between Nokia and Apple
announced on May 23, 2017, including income to be received under any
collaboration or partnership or agreement; 12) our dependence on IPR
technologies, including those that we have developed and those that are licensed
to us, and the risk of associated IPR-related legal claims, licensing costs and
restrictions on use; 13) 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; 14) our ability to identify and remediate
material weaknesses in our internal control over financial reporting; 15) our
reliance on third-party solutions for data storage and service distribution,
which expose us to risks relating to security, regulation and cybersecurity
breaches; 16) inefficiencies, breaches, malfunctions or disruptions of
information technology systems; 17) Nokia Technologies' ability to generate net
sales and profitability through licensing of the Nokia brand, particularly in
digital media and digital health, and the development and sales of products and
services, as well as other business ventures which may not materialize as
planned; 18) 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; 19) adverse developments with respect to customer financing or
extended payment terms we provide to customers; 20) 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; 21) our actual or
anticipated performance, among other factors, which could reduce our ability to
utilize deferred tax assets; 22) our ability to retain, motivate, develop and
recruit appropriately skilled employees; 23) disruptions to our manufacturing,
service creation, delivery, logistics and supply chain processes, and the risks
related to our geographically-concentrated production sites; 24) the impact of
litigation, arbitration, agreement-related disputes or product liability
allegations associated with our business; 25) our ability to optimize our
capital structure as planned and re-establish our investment grade credit rating
or otherwise improve our credit ratings; 26) our ability to achieve targeted
benefits from or successfully achieve the required administrative, legal,
regulatory and other conditions and implement planned transactions, including
the creation of the new Nokia Shanghai Bell joint venture, as well as the
liabilities related thereto; 27) our involvement in joint ventures and jointly-
managed companies; 28) the carrying amount of our goodwill may not be
recoverable; 29) uncertainty related to the amount of dividends and equity
return we are able to distribute to shareholders for each financial period; 30)
pension costs, employee fund-related costs, and healthcare costs; and 31) risks
related to undersea infrastructure, as well as the risk factors specified on
pages 67 to 85 of our 2016 annual report on Form 20-F under "Operating and
financial review and prospects-Risk factors" and 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.
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