25th Apr 2014 12:55
Nokia / Miscellaneous 25.04.2014 12:55 Dissemination of a Regulatory Announcement, transmitted byDGAP - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement.--------------------------------------------------------------------------- Nokia CorporationStock exchange releaseApril 25, 2014 at 13.55 (CET +1) Espoo, Finland - Nokia today announced that it has completed the sale ofsubstantially all of its Devices & Services business to Microsoft. The transaction, which also includes an agreement to license patents toMicrosoft, was originally announced on September 3, 2013. As earlier communicated, the transaction was subject to potential purchaseprice adjustments. The estimate of the adjustments made for net working capitaland cash earnings was slightly positive for Nokia, and we currently expect thetotal transaction price to be slightly higher than the earlier-announcedtransaction price of EUR 5.44 billion after the final adjustments are madebased on the verified closing balance sheet. Additionally, as is customary for transactions of this size, scale andcomplexity, Nokia and Microsoft made certain adjustments to the scope of theassets originally planned to transfer. These adjustments included Nokia'smanufacturing facilities in Chennai in India and Masan in the Republic of Koreanot transferring to Microsoft. These adjustments have no impact on the materialdeal terms of the transaction and Nokia will be materially compensated for anyretained liabilities. In India, our manufacturing facility is subject to an asset freeze by theIndian tax authorities as a result of ongoing tax proceedings. Consequently,the facility remains part of Nokia following the closing of the transaction.Nokia and Microsoft have entered into a service agreement whereby Nokia wouldproduce mobile devices for Microsoft. In Korea, Nokia and Microsoft agreed to exclude the Masan facility from thescope of the transaction. Nokia will now take steps to close the facility,which employs approximately 200 people. Amid the uncertainty for our employees in Chennai and because of the plannedclosure of our facility in Masan, Nokia plans to offer a program of support,including financial assistance which would give our employees the chance toexplore opportunities outside Nokia starting from a sound financial base. Thecompany plans to bring to Chennai and Masan elements of its Bridge program,which we have made available for employees affected by company changes in othersites. The convertible bonds issued by Nokia to Microsoft following the announcementof the transaction have been redeemed and netted against the deal proceeds bythe amount of principal and accrued interest. As previously announced, the following Nokia leaders have stepped down from theNokia Leadership Team and transferred to Microsoft at closing, effective April25, 2014: Stephen Elop, Jo Harlow, Juha Putkiranta, Timo Toikkanen, and ChrisWeber. Until further notice, Nokia's interim governance model announced onSeptember 3, 2013 is in place. Nokia plans to cover in further detail aspects of the closing of thetransaction in conjunction with its first quarter 2014 results announcement onApril 29, 2014. Now that the closing of this transaction has taken place, Nokia is arranging aBoard of Directors meeting for early next week in relation to its strategyassessment which was originally disclosed on September 3, 2013. FORWARD-LOOKING STATEMENTS It should be noted that Nokia and its business are exposed to various risks anduncertainties and certain statements herein that are not historical facts areforward-looking statements, including, without limitation, those regarding: A)purchase price adjustments related to the sale by Nokia of substantially all ofNokia's Devices & Services business, including Smart Devices and Mobile Phones(referred to below as 'Sale of the D&S Business') pursuant to the Stock andAsset Purchase Agreement, dated as of September 2, 2013, between Nokia andMicrosoft International Holdings B.V.; B) expectations with respect toproduction facilities; C) expectations, plans or benefits related to or causedby the Sale of the D&S Business; D) expectations, plans or benefits related toNokia's strategies, including plans for Nokia with respect to its continuingbusinesses that were not be divested in connection with the Sale of the D&SBusiness; E) expectations, plans or benefits related to changes in leadershipand operational structure; F) expectations and targets regarding ouroperational priorities, financial performance or position, results ofoperations and use of proceeds from the Sale of the D&S Business; and G)statements preceded by 'believe,' 'expect,' 'anticipate,' 'foresee,' 'sees,''target,' 'estimate,' 'designed,' 'aim', 'plans,' 'intends,' 'focus,' 'will' orsimilar expressions. These statements are based on management's bestassumptions and beliefs in light of the information currently available to it.Because they involve risks and uncertainties, actual results may differmaterially from the results that we currently expect. Factors, including risksand uncertainties that could cause these differences include, but are notlimited to: 1) our ability to effectively and smoothly implement plannedchanges to our leadership and operational structure or maintain an efficientinterim governance structure and preserve or hire key personnel; 2) anynegative effect from the implementation of the Sale of the D&S Business,including our internal reorganization in connection therewith; 3) disruptionand dissatisfaction among employees caused by the Sale of the D&S Business; 4)the amount of the costs, fees, expenses and charges related to or triggered bythe Sale of the D&S Business; 5) any impairments or charges to carrying valuesof assets or liabilities related to or triggered by the Sale of the D&SBusiness; 6) potential adverse effects on our business, properties oroperations caused by us implementing the Sale of the D&S Business; 7) theinitiation or outcome of any legal proceedings, regulatory proceedings orenforcement matters that may be instituted against us relating to the Sale ofthe D&S Business, as well as the risk factors specified on pages 12-47 ofNokia's annual report on Form 20-F for the year ended December 31, 2012 underItem 3D. 'Risk Factors.' and risks outlined in our fourth quarter and full year2013 results report available for instance at www.nokia.com/financials. Otherunknown or unpredictable factors or underlying assumptions subsequently provingto be incorrect could cause actual results to differ materially from those inthe forward-looking statements. Nokia does not undertake any obligation topublicly update or revise forward-looking statements, whether as a result ofnew information, future events or otherwise, except to the extent legallyrequired. About NokiaNokia is a technology leader with three strong businesses: NSN, which offersnetwork infrastructure; HERE, which offers location-based services; andAdvanced Technologies, which is focused on advanced technology development andlicensing. http://company.nokia.com Media Enquiries: NokiaCommunicationsTel. +358 (0) 10 448 4900Email: [email protected] http://company.nokia.comNews Source: NASDAQ OMX 25.04.2014 DGAP's Distribution Services include Regulatory Announcements,Financial/Corporate News and Press Releases.Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: EnglishCompany: Nokia FinlandPhone: Fax: E-mail: Internet: ISIN: FI0009000681Category Code: MSCTIDM: 0HAFSequence Number: 2011Time of Receipt: Apr 25, 2014 12:55:03 End of Announcement DGAP News-Service ---------------------------------------------------------------------------UK-Regulatory-announcement transmitted by DGAP - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement.
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