8th Apr 2014 08:58
Nokia / Miscellaneous 08.04.2014 08:58 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 8, 2014 at 9:58 (CET +1) Espoo, Finland - Nokia announced that the planned transaction whereby Nokiaplans to sell substantially all of its Devices & Services business to Microsofthas today received regulatory approval from the Ministry of Commerce of thePeople's Republic of China. As previously communicated, the closing of the transaction, which was announcedon September 3, 2013, is subject to regulatory approvals and other customaryclosing conditions. Nokia and Microsoft have now received regulatory approvalsfrom the People's Republic of China, the European Commission, the U.S.Department of Justice and numerous other jurisdictions. Nokia and Microsoftcontinue to expect the transaction to close during April 2014, as communicatedin our press release from March 24, 2014. The regulatory approval process has involved a thorough review of Nokia'spatent licensing practices by several competition authorities around the world.During that process, no authority has challenged Nokia's compliance with itsFRAND undertakings related to standard-essential patents (licensing on fair,reasonable and non-discriminatory terms) or requested that Nokia make changesto its licensing program or royalty terms. 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)the planned sale by Nokia of substantially all of Nokia's Devices & Servicesbusiness, including Smart Devices and Mobile Phones (referred to below as 'Saleof the D&S Business') pursuant to the Stock and Asset Purchase Agreement, datedas of September 2, 2013, between Nokia and Microsoft International HoldingsB.V.(referred to below as the 'Agreement'); B) the closing of the Sale of theD&S Business; C) receiving timely, if at all, necessary regulatory approvalsfor the Sale of the D&S Business; D) expectations, plans or benefits related toor caused by the Sale of the D&S Business; E) expectations, plans or benefitsrelated to Nokia's strategies, including plans for Nokia with respect to itscontinuing businesses that will not be divested in connection with the Sale ofthe D&S Business; F) expectations, plans or benefits related to changes inleadership and operational structure; G) 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 H)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) the inability to close the Sale of the D&S Business in a timelymanner, or at all, for instance due to the inability or delays in obtainingnecessary regulatory approvals for the Sale of the D&S Business, or theoccurrence of any event, change or other circumstance that could give rise tothe termination of the Agreement; 2) the potential adverse effect on the salesof our mobile devices, business relationships, operating results and businessgenerally resulting from the announcement of the Sale of the D&S Business orfrom the terms that we have agreed for the Sale of the D&S Business; 3) anynegative effect from the implementation of the Sale of the D&S Business, as wemay forego other competitive alternatives for strategies or partnerships thatwould benefit our Devices & Services business and if the Sale of the D&SBusiness is not closed, we may have limited options to continue the Devices &Services business or enter into another transaction on terms favorable to us,or at all; 4) our ability to effectively and smoothly implement planned changesto our leadership and operational structure or maintain an efficient interimgovernance structure and preserve or hire key personnel; 5) any negative effectfrom the implementation of the Sale of the D&S Business, including our internalreorganization in connection therewith, which will require significant time,attention and resources of our senior management and others within the companypotentially diverting their attention from other aspects of our business; 6)disruption and dissatisfaction among employees caused by the plans andimplementation of the Sale of the D&S Business reducing focus and productivityin areas of our business; 7) the amount of the costs, fees, expenses andcharges related to or triggered by the Sale of the D&S Business; 8) anyimpairments or charges to carrying values of assets or liabilities related toor triggered by the Sale of the D&S Business; 9) potential adverse effects onour business, properties or operations caused by us implementing the Sale ofthe D&S Business; 10) the initiation or outcome of any legal proceedings,regulatory proceedings or enforcement matters that may be instituted against usrelating to the Sale of the D&S Business, as well as the risk factors specifiedon pages 12-47 of Nokia's annual report on Form 20-F for the year endedDecember 31, 2012 under Item 3D. 'Risk Factors.' and risks outlined in ourfourth quarter and full year 2013 results report available for instance atwww.nokia.com/financials. Other unknown or unpredictable factors or underlyingassumptions subsequently proving to be incorrect could cause actual results todiffer materially from those in the forward-looking statements. Nokia does notundertake any obligation to publicly update or revise forward-lookingstatements, whether as a result of new information, future events or otherwise,except to the extent legally required. About Nokia Nokia is a global leader in mobile communications whose products have become anintegral part of the lives of people around the world. Every day, more than 1.3billion people use their Nokia to capture and share experiences, accessinformation, find their way or simply to speak to one another. Nokia'stechnological and design innovations have made its brand one of the mostrecognized in the world. For more information, visithttp://www.nokia.com/about-nokia. Media Enquiries: NokiaCommunicationsTel. +358 7180 [email protected] Source: NASDAQ OMX 08.04.2014 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: 1983Time of Receipt: Apr 08, 2014 08:58:03 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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