ESPOO, Finland, March 14 /PRNewswire-FirstCall/ -- Nokia (NYSE: NOK)
and Siemens announced today that Nokia Siemens Networks will start
operations on April 1, 2007. Nokia and Siemens are contributing their
respective carrier networks businesses and corresponding assets into this
new 50:50 company. Both parties have agreed to increase their respective
net asset contributions to the new company, with Siemens to contribute EUR
2.4 billion and Nokia to contribute EUR 1.7 billion. With its global scale
and size, Nokia Siemens Networks is in a great position to play an industry
leading role by developing innovative, cost-efficient products and
services. Nokia Siemens Networks will have one of the world's best R&D
teams, who will advance the development of product platforms and services
for next-generation fixed and mobile networks.
"In the consolidating telecommunications market Nokia Siemens Networks
will offer customers cost-saving, leading-edge solutions that will also
optimally meet their needs with regards to convergence," said Nokia CEO
Olli-Pekka Kallasvuo.
This view is shared by Klaus Kleinfeld, President and CEO of Siemens
AG. "With the launch of Nokia Siemens Networks, a strong leader with
excellent growth potential is entering the top league of the
telecommunications market. In taking this step, we are dramatically
strengthening our market position and creating sustainable value."
Nokia Siemens Networks will set the highest standards of ethics and
integrity. Based on the results of a pre-closing compliance review, Nokia
and Siemens have reached an agreement on compliance and control processes
that are meant to become a benchmark for the entire industry. Since Nokia
will consolidate the financial results of Nokia Siemens Networks, both
companies have agreed that the compliance processes will be based on
Nokia's system and practices. In addition to a strong Finance and Control
organization with centralized reporting systems and robust internal control
processes, Nokia Siemens Networks will have an expanded compliance program
including training programs and defined approval processes for governmental
business and for engaging third party consultants in the sales process.
Nokia Siemens Networks has zero tolerance for financial or other business
misconduct and has also defined anti-corruption policies, principles and
materials.
"Ethical behavior is about more than strong policies, programs and
processes. It is also about company culture and individual choice.
Integrity will be a prominent and deeply embedded part of the Nokia Siemens
Networks culture," said Simon Beresford-Wylie, CEO of Nokia Siemens
Networks.
As communicated previously, the board of Nokia Siemens Networks will
consist of seven members. Nokia President and CEO, Olli-Pekka Kallasvuo,
will chair the board and Siemens CEO, Klaus Kleinfeld, will act as the
vice-chair. The other members of the board are the head of Nokia
Operational Human Resources, Juha Akras; Siemens CFO, Joe Kaeser; member of
the Siemens managing board, Eduardo Montes; head of Nokia Technology
Platforms, Niklas Savander; and Nokia CFO, Rick Simonson.
About Nokia
Nokia is a world leader in mobile communications, driving the growth
and sustainability of the broader mobility industry. Nokia connects people
to each other and the information that matters to them with easy-to-use and
innovative products like mobile phones, devices and solutions for imaging,
games, media and businesses. Nokia provides equipment, solutions and
services for network operators and corporations. Further information is
available at http://www.nokia.com.
About Siemens
Siemens (Berlin and Munich) is a global powerhouse in electrical
engineering and electronics. The company has around 475,000 employees
(incl. discontinued operations) working to develop and manufacture
products, design and install complex systems and projects, and tailor a
wide range of services for individual requirements. Siemens provides
innovative technologies and comprehensive know-how to benefit customers in
over 190 countries. Founded more than 155 years ago, the company focuses on
the areas of Information and Communications, Automation and Control, Power,
Transportation, Medical, and Lighting. In fiscal 2006 (ended September 30),
Siemens had sales of EUR87.3 billion and net income of EUR3.033 billion,
according to U.S. GAAP. Further information is available on the Internet
at: http://www.siemens.com.
Forward-looking disclaimer
Nokia disclaimer
It should be noted that certain statements herein which are not
historical facts, including, without limitation, those regarding: A) the
timing of product and solution deliveries; B) our ability to develop,
implement and commercialize new products, solutions and technologies; C)
expectations regarding market growth, developments and structural changes;
D) expectations regarding our mobile device volume growth, market share,
prices and margins; E) expectations and targets for our results of
operations; F) the outcome of pending and threatened litigation; G)
expected timing, scope and effects of the merger of Nokia's and Siemens'
communications service provider businesses; and H) statements preceded by
"believe," "expect," "anticipate," "foresee," "target," "estimate,"
"designed," "plans," "will" or similar expressions are forward-looking
statements. Because these statements 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: 1) the extent of the growth of the mobile communications
industry, as well as the growth and profitability of the new market
segments within that industry which we target; 2) the availability of new
products and services by network operators and other market participants;
3) our ability to identify key market trends and to respond timely and
successfully to the needs of our customers; 4) the impact of changes in
technology and our ability to develop or otherwise acquire complex
technologies as required by the market, with full rights needed to use; 5)
competitiveness of our product portfolio; 6) timely and successful
commercialization of new advanced products and solutions; 7) price erosion
and cost management; 8) the intensity of competition in the mobile
communications industry and our ability to maintain or improve our market
position and respond to changes in the competitive landscape; 9) our
ability to manage efficiently our manufacturing and logistics, as well as
to ensure the quality, safety, security and timely delivery of our products
and solutions; 10) inventory management risks resulting from shifts in
market demand; 11) our ability to source quality components without
interruption and at acceptable prices; 12) our success in collaboration
arrangements relating to development of technologies or new products and
solutions; 13) the success, financial condition and performance of our
collaboration partners, suppliers and customers; 14) any disruption to
information technology systems and networks that our operations rely on;
15) our ability to protect the complex technologies that we or others
develop or that we license from claims that we have infringed third
parties' intellectual property rights, as well as our unrestricted use on
commercially acceptable terms of certain technologies in our products and
solution offerings; 16) general economic conditions globally and, in
particular, economic or political turmoil in emerging market countries
where we do business; 17) developments under large, multi-year contracts or
in relation to major customers; 18) exchange rate fluctuations, including,
in particular, fluctuations between the euro, which is our reporting
currency, and the US dollar, the Chinese yuan, the UK pound sterling and
the Japanese yen; 19) the management of our customer financing exposure;
20) our ability to recruit, retain and develop appropriately skilled
employees; 21) the impact of changes in government policies, laws or
regulations; as well as 22) the risk factors specified on pages 12 - 24 of
the company's annual report on Form 20-F for the year ended December 31,
2006 under "Item 3.D Risk Factors." 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 does not undertake any obligation to update publicly or
revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required."
Siemens disclaimer
This document contains forward-looking statements and information -
that is, statements related to future, not past, events. These statements
may be identified by words as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "will" or words of similar meaning. Such
statements are based on our current expectations and certain assumptions,
and are, therefore, subject to certain risks and uncertainties. A variety
of factors, many of which are beyond Siemens' control, affect its
operations, performance, business strategy and results and could cause the
actual results, performance or achievements of Siemens worldwide to be
materially different from any future results, performance or achievements
that may be expressed or implied by such forward-looking statements. For
us, particular uncertainties arise, among others, from: changes in general
economic and business conditions (including margin developments in major
business areas); the challenges of integrating major acquisitions and
implementing joint ventures and other significant portfolio measures;
changes in currency exchange rates and interest rates; introduction of
competing products or technologies by other companies; lack of acceptance
of new products or services by customers targeted by Siemens worldwide;
changes in business strategy; the outcome of investigations and legal
proceedings as well as various other factors. More detailed information
about certain of these factors is contained in Siemens' filings with the
SEC, which are available on the Siemens website, http://www.siemens.com and on the
SEC's website, http://www.sec.gov. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in the
relevant forward-looking statement as expected, anticipated, intended,
planned, believed sought, estimated or projected. Siemens does not intend
or assume any obligation to update or revise these forward-looking
statements in light of developments which differ from those anticipated.
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