Nokia Corporation
Stock Exchange Release
March 22, 2017 at 10:50 (CET +1)
Nokia Announces Final Results for its Offer to Purchase Euro and Dollar Notes
Espoo, Finland - Nokia Corporation ("Nokia") announces the final results of its offer to purchase Euro Notes and
Dollar Notes for its previously announced tender offers (the "Tender Offers") to purchase for cash up to a Maximum
Acceptance Amount of: (i) the EUR 500,000,000 6.75% notes due February 4, 2019 issued under its Euro Medium Term Note Programme
(the "Euro Notes"); (ii) the USD 300,000,000 6.50% Debentures due January 15, 2028 (the "2028 Notes"); and (iii) the
USD 1,360,000,000 6.45% Debentures due March 15, 2029 (the "2029 Notes" and, together with the 2028 Notes, the "Dollar
Notes", and together with the Euro Notes, the "Notes"). The Dollar Notes were issued by Lucent Technologies Inc. (the
predecessor to Alcatel-Lucent USA Inc., Nokia's wholly-owned subsidiary (the "USD Notes Company")).
The Tender Offers were made on the terms and subject to the conditions set out in the offer to purchase dated February 22, 2017
(the "Offer to Purchase"). Capitalized terms not defined herein have the meaning ascribed to them in the Offer to
Purchase.
The Tender Offers expired at 11:59 p.m. (New York time) on March 21, 2017 and are expected to be settled on March 23, 2017 (the
"Tender Offer Settlement Date"). As of the Expiration Date, an aggregate principal amount of Notes equal to USD
770,684,828.40 were validly tendered pursuant to the Tender Offers.
On March 15, 2017, Nokia completed the issuance of its EUR 1.25 billion aggregate principal amount of new notes comprised of (i)
EUR 500 million 1.00% Senior Notes due 2021 and (ii) EUR 750 million 2.00% Senior Notes due 2024, each issued under its EUR
5,000,000,000 Euro Medium Term Note Programme (the "New Notes"). The New Notes were admitted to listing and trading on the
Irish Stock Exchange on March 15, 2017. Nokia hereby confirms that (i) the New Financing Condition set forth in the Offer to
Purchase has been satisfied; and (ii) it has accepted all Notes validly tendered pursuant to the Tender Offers for purchase in
full. The Dollar Notes will not be subject to pro-ration.
The table below sets forth the aggregate principal amount of each series of Notes that has been tendered and accepted for
purchase in the Tender Offers and the aggregate principal amount of each Series of Notes that will remain outstanding after
settlement of the Tender Offers.
Description |
ISIN/
CUSIP |
Principal Amount Out-standing before
the Tender Offers |
Principal Amount Tendered |
Principal Amount Outstanding
Post-Tender
Offers(1) |
6.75% Notes
due February 4, 2019 |
XS0411735482 |
EUR 500,000,000 |
EUR 268,812,000 |
EUR 231,188,000 |
6.50% Debentures
due January 15, 2028 |
US549463AC10/
549463AC1 |
USD 300,000,000 |
USD 85,990,000 |
USD 214,010,000 |
6.45% Debentures
due March 15, 2029 |
US549463AE75/
549463AE7 |
USD 1,360,000,000 |
USD 400,910,000 |
USD 959,090,000 |
________________
- As described in the Offer to Purchase, following the Tender Offer Settlement Date, Nokia expects to cancel the Euro Notes
acquired in the Tender Offers and to hold the Dollar Notes purchased in the Tender Offers. The principal amount outstanding
for the Dollar Notes does not include the Dollar Notes held by Nokia after the Tender Offers.
The table below sets forth the final Euro Notes Early Consideration, the Euro Notes Late Consideration, the Dollar Notes Early
Consideration, the Dollar Notes Late Consideration, and the relevant Accrued Interest for each series of Notes subject to the
Tender Offers.
Description |
ISIN/
CUSIP |
Principal Amount Out-standing before the Tender Offers |
Early Tender Pay-ment(1) |
Early Consid-eration |
Late Consid-eration |
Accrued Interest |
6.75% Notes
due February 4, 2019 |
XS0411735482 |
EUR 500,000,000 |
EUR 30 per
EUR 1,000 |
EUR 1,128.37 per EUR 1,000 |
EUR 1,098.37 per EUR 1,000 |
EUR 8.69
per EUR 1,000 |
6.50% Debentures
due January 15, 2028 |
US549463AC10/
549463AC1 |
USD 300,000,000 |
USD 30
per USD 1,000 |
USD 1,087.47 per USD 1,000 |
USD 1,057.47 per USD 1,000 |
USD 12.28
per USD 1,000 |
6.45% Debentures
due March 15, 2029 |
US549463AE75/
549463AE7 |
USD 1,360,000,000 |
USD 30
per
USD 1,000 |
USD 1,089.96 per USD 1,000 |
USD 1,059.96 per USD 1,000 |
USD 1.43
per USD 1,000 |
________________
- The purchase price calculated from the applicable Fixed Yield or Fixed Spread includes the Early Tender Payment. The Late
Consideration for each series of Notes deducts the Early Tender Payment from the purchase price calculated from the applicable
Fixed Spread or Fixed Yield.
Holders of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for
purchase pursuant to the Tender Offers will receive the Euro Notes Early Consideration or the Dollar Notes Early Consideration, as
applicable, which includes the Early Tender Payment applicable to the relevant series of Notes. 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 the Euro Notes Late Consideration or the Dollar Notes Late Consideration, as applicable. In addition, all
Holders of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offers will receive
the applicable Accrued Interest.
The applicable Euro Notes Early Consideration, Euro Notes Late Consideration, Dollar Notes Early Consideration or
Dollar Notes Late Consideration, along with Accrued Interest, will be payable on the Tender Offer Settlement Date or as soon as
practicable thereafter. Any Note accepted for payment pursuant to the Tender Offer will cease to accrue interest after the Tender
Offer Settlement Date with respect to the holders who tendered pursuant to the Tender Offers.
Joint Dealer Managers
Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and Merrill Lynch International (the "USD
Dealer Managers") are acting as Joint Dealer Managers for both Tender Offers. Nordea Bank AB (publ) is acting as Joint Dealer
Manager exclusively for the Tender Offer for the Euro Notes and solely outside the United States. Investors with questions may
contact the Joint Dealer Managers at the addresses and numbers shown below.
Citigroup Global
Markets Limited |
Deutsche Bank AG,
London Branch |
Merrill Lynch International |
Nordea Bank
AB (publ) |
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United
Kingdom |
Winchester House
1 Great Winchester
Street London
EC2N 2DB
United Kingdom |
2 King Edward Street
London
EC1A 1HQ
United Kingdom |
Smålands-
gatan 17
SE-105 71
Stockholm
Sweden |
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
|
London
Tel: +44 20 7545 8011
United States
Tel (toll-free):
+1 (855) 287-1922
Tel (collect):
+1 (212) 250-7527
Attn.: Liability
Management
Group
|
London
Tel: +44 (0) 20 7996 5420
United States
Tel (toll-free):
+1 (888) 292-0070
Tel (collect):
+1 (980) 387-3907
Attn.:
Liability
Management
Group |
Europe
Tel: +45 6161 2996
Attn.: Nordea
Liability
Management
|
liabilitymanagement.
europe@citi.com |
liability.management
@db.com |
DG.LM_EMEA
@baml.com |
NordeaLiability
Management@nordea.com |
About Nokia
Nokia is a global leader innovating the technologies at the heart of our connected 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:
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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: (i) Nokia's ability
to integrate Alcatel-Lucent into its operations and achieve the targeted business plans and benefits, including targeted synergies
in relation to the acquisition of Alcatel-Lucent; (ii) expectations, plans or benefits related to Nokia's strategies and growth
management; (iii) expectations, plans or benefits related to future performance of Nokia's businesses; (iv) expectations, plans or
benefits related to changes in organizational and operational structure; (v) expectations regarding market developments, general
economic conditions and structural changes; (vi) 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; (vii) timing of the deliveries of
Nokia's products and services; (viii) expectations and targets regarding collaboration and partnering arrangements, joint ventures
or the creation of joint ventures, as well as Nokia's expected customer reach; (ix) outcome of pending and threatened litigation,
arbitration, disputes, regulatory proceedings or investigations by authorities; (x) expectations regarding restructurings,
investments, uses of proceeds from transactions, acquisitions and divestments and Nokia's ability to achieve the financial and
operational targets set in connection with any such restructurings, investments, divestments and acquisitions, including the
proposed tender offers; and (xi) 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 Nokia currently expects.
Factors, including risks and uncertainties that could cause these differences include, but are not limited to: (1) Nokia's ability
to execute its strategy, sustain or improve the operational and financial performance of its business and correctly identify and
successfully pursue business opportunities or growth; (2) Nokia's ability to achieve the anticipated benefits, synergies, cost
savings and efficiencies of the Alcatel-Lucent acquisition, and Nokia's ability to implement its organizational and operational
structure efficiently; (3) general economic and market conditions and other developments in the economies where Nokia operates; (4)
competition and Nokia's 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) Nokia's dependence on the development of the
industries in which it operates, including the cyclicality and variability of the information technology and telecommunications
industries; (6) Nokia's 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)
Nokia's ability to manage and improve its financial and operating performance, cost savings, competitiveness and synergies after
the acquisition of Alcatel-Lucent; (8) Nokia's dependence on a limited number of customers and large multi-year agreements; (9)
exchange rate fluctuations, as well as hedging activities; (10) Nokia's exposure to direct and indirect regulation, including
economic or trade policies, and the reliability of Nokia's governance, internal controls and compliance processes to prevent
regulatory penalties in its business or in its joint ventures; (11) Nokia's 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; (12) the potential complex tax issues, tax disputes and tax
obligations Nokia may face in various jurisdictions, including the risk of obligations to pay additional taxes; (13) Nokia's actual
or anticipated performance, among other factors, which could reduce its ability to utilize deferred tax assets; (14) Nokia's
ability to retain, motivate, develop and recruit appropriately skilled employees; (15) disruptions to Nokia's manufacturing,
service creation, delivery, logistics and supply chain processes, and the risks related to Nokia's geographically-concentrated
production sites; (16) the impact of litigation, arbitration, agreement-related disputes or product liability allegations
associated with Nokia's business; (17) Nokia's ability to optimize its capital structure as planned and re-establish its investment
grade credit rating or otherwise improve its credit ratings; and (18) Nokia's ability to achieve targeted benefits from or
successfully implement planned transactions, including the proposed new issuance and tender offers, as well as the liabilities
related thereto, as well as the risk factors specified in Nokia's 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. Nokia does 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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