19th Nov 2013 17:06
Nokia / Miscellaneous 19.11.2013 18:06 Dissemination of a UK Regulatory Announcement, transmitted byDGAP - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement.--------------------------------------------------------------------------- Nokia CorporationStock exchange releaseNovember 19, 2013 at 19.06 (CET +1) Espoo, Finland -The Extraordinary General Meeting of Nokia Corporation held onNovember 19, 2013 ('EGM') decided to confirm and approve the sale ofsubstantially all of Nokia's Devices & Services business to Microsoft in linewith the proposal and recommendation of the Nokia Board of Directors. More than99 % of the votes cast at the EGM were in favor of this proposal. 'This is a significant step forward for Nokia. We are delighted thatshareholders have given us overwhelmingly strong support to proceed with thistransformative agreement,' said Nokia Board Chairman and interim CEO, RistoSiilasmaa. 'Today's vote brings us closer to completing a transaction whichwill mark the beginning of the next chapter in Nokia's near 150-year history,offering the potential of greater value for shareholders,' he said. The transaction is expected to close in the first quarter of 2014, subject toregulatory approvals and other customary closing conditions. The transactionwas originally announced on September 3, 2013. Further information on thetransaction has been included in Nokia's releases concerning the transactionand the EGM dated September 3, September 19 and October 14, 2013 as well as theproxy materials that were made available ahead of the EGM. FORWARD-LOOKING STATEMENTSIt 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 ourinterim report issued on October 29, 2013. Other unknown or unpredictablefactors or underlying assumptions subsequently proving to be incorrect couldcause actual results to differ materially from those in the forward-lookingstatements. Nokia does not undertake any obligation to publicly update orrevise forward-looking statements, whether as a result of new information,future events or otherwise, except to the extent legally required. About NokiaNokia 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 34900Email: [email protected] www.nokia.comNews Source: NASDAQ OMX 19.11.2013 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: MSCLSE Ticker: 0HAFSequence Number: 1770Time of Receipt: Nov 19, 2013 18:06:02 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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