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 beforethe 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
perEUR 1,000 |
EUR
1,128.37 per EUR 1,000 |
EUR
1,098.37 per EUR 1,000 |
EUR
8.69per 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
CentreCanada SquareCanary WharfLondon E14 5LBUnited Kingdom |
Winchester House1 Great Winchester Street London EC2N 2DBUnited
Kingdom |
2 King
Edward Street London EC1A 1HQ United Kingdom |
Smålands-
gatan 17SE-105 71 StockholmSweden |
LondonTel.: +44 20 7986 8969 United StatesTel (toll-free):
+1 (800) 558-3745Tel (collect): +1 (212) 723-6106 Attn.:
Liability ManagementGroup |
LondonTel: +44 20 7545 8011 United StatesTel (toll-free): +1
(855) 287-1922Tel (collect): +1 (212) 250-7527 Attn.:
Liability ManagementGroup |
London
Tel: +44 (0) 20 7996 5420 United States Tel (toll-free): +1
(888) 292-0070Tel (collect): +1 (980) 387-3907 Attn.:
Liability ManagementGroup |
EuropeTel: +45 6161 2996 Attn.:
Nordea LiabilityManagement |
liabilitymanagement.europe@citi.com |
liability.management@db.com |
DG.LM_EMEA@baml.com |
NordeaLiabilityManagement@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: 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: (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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