Nokia to fully acquire Siemens' stake in Nokia Siemens Networks
(Thomson Reuters ONE) -
Nokia Corporation
Stock Exchange Release
July 1, 2013 at 07.00 (CET +1)
Espoo, Finland and Munich, Germany - Nokia Corporation and Siemens AG today
announced that they have entered into a definitive agreement pursuant to which
Nokia acquires Siemens' entire 50% stake in their joint venture, Nokia Siemens
Networks. The acquisition has been approved by the Board of Directors of Nokia
as well as the Managing and Supervisory Boards of Siemens, and is subject to the
customary regulatory approval process.
The purchase price for Siemens' stake is EUR 1.7 billion and the transaction is
expected to close during the third calendar quarter of 2013. Upon closing of the
planned acquisition, Nokia Siemens Networks will become a wholly owned
subsidiary of Nokia.
Stephen Elop, President and CEO of Nokia, commented: "With its clear strategic
focus and strong leadership team, Nokia Siemens Networks has structurally
improved its operational and financial performance. Furthermore, Nokia Siemens
Networks has established a clear leadership position in LTE, which provides an
attractive growth opportunity. Nokia is pleased with these developments and
looks forward to continue supporting these efforts to create more shareholder
value for the Nokia group."
Joe Kaeser, Siemens CFO, commented: "With this transaction, we continue our
efforts to strengthen our focus on Siemens' Core areas of Energy management,
Industry and Infrastructure as well as Healthcare. The full acquisition of
Nokia Siemens Networks by Nokia offers an attractive opportunity to actively
shape the telecom equipment market for the future and create sustainable value."
Nokia Siemens Networks was established on April 1, 2007, as a joint venture
combining Nokia's Networks Business Group and Siemens' carrier-related
operations for fixed and mobile networks. Nokia Siemens Networks has since
become a leading global provider of telecommunications infrastructure, deploying
networks that help people stay connected in more than 150 countries around the
world. The company's focus is in offering innovative mobile broadband technology
and services.
Nokia will continue to consolidate Nokia Siemens Networks for financial
reporting purposes as well as continue to strengthen the company as a more
independent entity.
Accordingly, Nokia plans to retain the existing management and governance
structure at Nokia Siemens Networks, with Rajeev Suri continuing as CEO and
Jesper Ovesen continuing as Executive Chairman of the Nokia Siemens Networks
Board of Directors, which will adjust to the changing ownership structure.
Nokia Siemens Networks' operational headquarters will remain in Espoo, Finland,
and the company will continue to have a strong regional presence in Germany,
including its major hub in Munich. Nokia supports the current management plan,
including the already in-progress Nokia Siemens Networks restructuring plan that
remains unchanged as a result of this announcement.
In accordance with this transaction, the Siemens name will be phased out from
Nokia Siemens Networks' company name and branding. Nokia and Nokia Siemens
Networks plan to confirm the new name and brand at the closing of the
transaction.
The purchase price totals EUR 1.7 billion, of which EUR 1.2 billion will be paid
in cash at the closing of the transaction. The balance of EUR 0.5 billion will
be paid in the form of a secured loan from Siemens due one year from closing.
Nokia has obtained committed bank financing for the EUR 1.2 billion cash
portion.
At the end of the first quarter 2013, Nokia had gross cash of EUR 10.1 billion
and net cash of EUR 4.5 billion. Nokia currently estimates that at the end of
the second quarter 2013, Nokia had gross cash of between EUR 9.2 billion - EUR
9.7 billion and net cash of between EUR 3.7 billion - EUR 4.2 billion. For
comparison purposes, if the transaction to purchase Siemens' 50% stake had been
closed during the second quarter 2013, Nokia currently estimates that it would
have ended the second quarter of 2013 with gross cash of between EUR 9.2 billion
- EUR 9.7 billion and net cash of between EUR 2.0 billion - EUR 2.5 billion,
reflecting the deduction of the purchase price of EUR 1.7 billion from Nokia net
cash.
Contact for journalists:
Nokia, Communications
Phone: +358 7180 34900
E-mail: press.services(at)nokia.com
Siemens AG, Media Relations
Wolfram Trost, phone: +49 89 636-34794
E-mail: wolfram.trost(at)siemens.com
About Nokia
Nokia is a global leader in mobile communications whose products have become an
integral part of the lives of people around the world. Every day, more than 1.3
billion people use their Nokia to capture and share experiences, access
information, find their way or simply to speak to one another. Nokia's
technological and design innovations have made its brand one of the most
recognized in the world. For more information, visit www.nokia.com/about-nokia.
About Siemens AG
Siemens AG (Berlin and Munich) is a global powerhouse in electronics and
electrical engineering, operating in the fields of industry, energy and
healthcare as well as providing infrastructure solutions, primarily for cities
and metropolitan areas. For over 165 years, Siemens has stood for technological
excellence, innovation, quality, reliability and internationality. The company
is the world's largest provider of environmental technologies. Around 40 percent
of its total revenue stems from green products and solutions. In fiscal 2012,
which ended on September 30, 2012, revenue from continuing operations totaled
?78.5 billion and income from continuing operations ?4.7 billion (incl. IAS 19R
and reclassification of the solar business into continuing operations). At the
end of September 2012, Siemens had around 370,000 employees worldwide on the
basis of continuing operations. Further information is available on the Internet
at: www.siemens.com.
FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein that are not historical facts
are forward-looking statements, including, without limitation, those regarding:
A) the planned acquisition by Nokia of Siemens' entire stake in Nokia Siemens
Networks (referred to below as "Acquisition"); B) the closing of the
Acquisition; C) expected plans and benefits related to or caused by such
Acquisition; D) expectations of financial performance including cash position;
E) the timing and expected benefits of strategies, including expected
operational and financial benefits and targets; F) expectations regarding market
developments and structural changes; and G) statements preceded by "believe,"
"expect," "anticipate," "foresee," "target," "estimate," "designed," "aim",
"plans," "intends," "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 we currently expect. Factors that
could cause these differences include, but are not limited to risk in relation
to the Acquisition such as the ability to obtain necessary approvals for the
Acquisition as well as internal and external operating factors relating to, for
example, the intensity of competition in the various markets where we do
business, the development of the mobile and communications industry, general
economic conditions globally and regionally and the ability to invest in and
timely introduce new competitive products, services, upgrades and technologies.
These factors include in particular, but are not limited to factors that Nokia
has identified in more detail on pages 12-47 of its annual report on Form 20-F
for the year ended December 31, 2012 under Item 3D. "Risk Factors.", filed with
the US Securities and Exchange Commission (referred to below as "SEC") and
available for instance through www.nokia.com/financials, and Nokia Siemens
Networks has described on pages 50-51 of its 2012 Annual Report available for
instance through www.nokiasiemensnetworks.com/about-us/company/financial as well
Siemens has described in Item 3: Key information - Risk factors of Siemens' most
recent annual report on Form 20-F filed with the SEC, in the chapter "Risks" of
Siemens' most recent annual report prepared in accordance with the German
Commercial Code, and in the chapter "Report on risks and opportunities" of
Siemens' most recent interim report. Further information about risks and
uncertainties affecting Siemens is included throughout the most recent annual
and interim reports, as well as the most recent earnings release, which are
available on the Siemens website, www.siemens.com, and throughout the most
recent annual report on Form 20-F and in Siemens' other filings with the SEC,
which are available on the Siemens website, www.siemens.com, and on the SEC's
website, www.sec.gov. Other unknown or unpredictable factors or underlying
assumptions subsequently proving to be incorrect could cause actual results to
differ materially from those in the forward-looking statements. Nokia nor
Siemens do neither intend nor assume 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. Due to rounding,
numbers presented throughout this and other documents may not add up precisely
to the totals provided and percentages may not precisely reflect the absolute
figures.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: NOKIA via Thomson Reuters ONE
[HUG#1713054]
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Datum: 01.07.2013 - 06:02 Uhr
Sprache: Deutsch
News-ID 274582
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