ESPOO, Finland, June 5 /PRNewswire-FirstCall/ -- The European
Commission today announced that it has unconditionally approved Nokia's
voluntary tender offer for all the shares in Trolltech ASA (OSE: Troll).
Nokia (NYSE:NOK) will now proceed with the consummation of the offer.
Settlement for the shares tendered in the offer is expected to take
place on June 6, 2008. In accordance with section 3.9 of the offer
document, Nokia has determined that the tendered shares shall be acquired
by its wholly owned subsidiary, Nokia Norge AS.
Following the completion of the offer, Nokia owns 52 411 283 shares and
votes in Trolltech, representing 99.4% of all the shares outstanding in
Trolltech.
Nokia intends to initiate a compulsory acquisition of the remaining
shares in Trolltech in accordance with section 4-25 of the Norwegian Public
Limited Companies Act. Such compulsory acquisition of shares is expected to
take effect on or about 6 June, 2008. In addition, Nokia will apply for the
delisting of Trolltech's share from the Oslo Stock Exchange, effective as
soon as possible.
About Nokia
Nokia is the world leader in mobility, driving the transformation and
growth of the converging Internet and communications industries. We make a
wide range of mobile devices with services and software that enable people
to experience music, navigation, video, television, imaging, games,
business mobility and more. Developing and growing our offering of consumer
Internet services, as well as our enterprise solutions and software, is a
key area of focus. We also provide equipment, solutions and services for
communications networks through Nokia Siemens Networks.
It should be noted that certain statements herein which are not
historical facts, including, without limitation, those regarding: A) the
timing of product, services and solution deliveries; B) our ability to
develop, implement and commercialize new products, services, 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) expectations regarding the successful completion of
contemplated acquisitions on a timely basis and our ability to achieve the
set targets upon the completion of such acquisitions; and H) statements
preceded by "believe," "expect," "anticipate," "foresee," "target,"
"estimate," "designed," "plans," "will" or similar expressions are
forward-looking statements. 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: 1) competitiveness
of our product, service and solutions portfolio; 2) the extent of the
growth of the mobile communications industry and general economic
conditions globally; 3) the growth and profitability of the new market
segments that we target and our ability to successfully develop or acquire
and market products, services and solutions in those segments; 4) our
ability to successfully manage costs; 5) the intensity of competition in
the mobile communications industry and our ability to maintain or improve
our market position or respond successfully to changes in the competitive
landscape; 6) 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; 7) timely and successful
commercialization of complex technologies as new advanced products,
services and solutions; 8) our ability to protect the complex technologies,
which 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, services and solution offerings; 9) our ability to protect
numerous Nokia and Nokia Siemens Networks patented, standardized or
proprietary technologies from third-party infringement or actions to
invalidate the intellectual property rights of these technologies; 10)
Nokia Siemens Networks' ability to achieve the expected benefits and
synergies from its formation to the extent and within the time period
anticipated and to successfully integrate its operations, personnel and
supporting activities; 11) whether, as a result of investigations into
alleged violations of law by some current or former employees of Siemens AG
("Siemens"), government authorities or others take further actions against
Siemens and/or its employees that may involve and affect the
carrier-related assets and employees transferred by Siemens to Nokia
Siemens Networks, or there may be undetected additional violations that may
have occurred prior to the transfer, or ongoing violations that may have
occurred after the transfer, of such assets and employees that could result
in additional actions by government authorities; 12) any impairment of
Nokia Siemens Networks customer relationships resulting from the ongoing
government investigations involving the Siemens carrier-related operations
transferred to Nokia Siemens Networks; 13) occurrence of any actual or even
alleged defects or other quality issues in our products, services and
solutions; 14) our ability to manage efficiently our manufacturing and
logistics, as well as to ensure the quality, safety, security and timely
delivery of our products, services and solutions; 15) inventory management
risks resulting from shifts in market demand; 16) our ability to source
sufficient amounts of fully functional components and sub-assemblies
without interruption and at acceptable prices; 17) any disruption to
information technology systems and networks that our operations rely on;
18) developments under large, multi-year contracts or in relation to major
customers; 19) economic or political turmoil in emerging market countries
where we do business; 20) our success in collaboration arrangements
relating to development of technologies or new products, services and
solutions; 21) the success, financial condition and performance of our
collaboration partners, suppliers and customers; 22) 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, as well as certain other
currencies; 23) the management of our customer financing exposure; 24)
allegations of possible health risks from electromagnetic fields generated
by base stations and mobile devices and lawsuits related to them,
regardless of merit; 25) unfavorable outcome of litigations; 26) our
ability to recruit, retain and develop appropriately skilled employees; 27)
the impact of changes in government policies, laws or regulations; and 28)
our ability to effectively and smoothly implement our new organizational
structure; as well as the risk factors specified on pages 10-25 of Nokia's
annual report on Form 20-F for the year ended December 31, 2007 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.
http://www.nokia.com
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SOURCE Nokia Corporation
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CONTACT:
Media Enquiries: Nokia Communications, Tel.
+358-7180-34900, Email: press.services@nokia.com; Investor
Contacts: Nokia, Investor Relations, Europe, Tel.
+358-7180-34289; Nokia Investor Relations US, Tel.
+1-914-368-0555 Further information on the settlement of the
offer can be obtained from: Nordea Corporate Finance, Tel.
+47-22-48-50-00 , Fax. +47-22-69-05-09
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