Nokia to Acquire NAVTEQ |
| NAVTEQ Company logo. (PRNewsFoto/NAVTEQ)
CHICAGO, IL UNITED STATES | |||
The combined entity would create a leading global player in the fast
growing location based services market
NAVTEQ to support existing customers as before
CHICAGO, Oct. 1 /PRNewswire-FirstCall/ -- Nokia and NAVTEQ today
announced a definitive agreement for Nokia to acquire NAVTEQ. Under the
terms of the agreement, Nokia will pay $78 in cash for each share of NAVTEQ
including outstanding options for an aggregate purchase price of
approximately $8.1 billion (euro 5.7 billion), or approximately $7.7
billion (euro 5.4 billion) net of NAVTEQ existing cash balance. The
acquisition has been approved by the board of directors of each company and
is subject to customary closing conditions including regulatory approvals
and NAVTEQ shareholders' approval.
The navigation area is a fast growing business, and with location-based
services expanding rapidly into mobile communications devices, the industry
is poised for even further growth. NAVTEQ brings a number of key assets to
Nokia: a great team with best-in-world maps and navigation industry
expertise, a strong customer base and an industry-leading map data and
technology platform with the broadest geographical coverage.
NAVTEQ will continue to provide the most advanced and flexible map data
platform to navigation industry players. With NAVTEQ, Nokia will further
strengthen its location based services offering and bring to market the
most innovative, context aware Nokia Internet services with accelerated
time to market.
NAVTEQ is a leading provider of comprehensive digital map information
for automotive navigation systems, mobile navigation devices,
Internet-based mapping applications, and government and business solutions.
NAVTEQ also owns Traffic.com, a web and interactive service that provides
traffic information and content to consumers. The Chicago-based company was
founded in 1985, generated 2006 revenues of $582 million and has
approximately 3,000 employees located in 168 offices in 30 countries.
Nokia is the world's largest mobile device manufacturer with more than
900 million people using a Nokia mobile device around the world. Driven by
Internet and digital convergence, Nokia is expanding its offering to
include areas such as entertainment, communities and location based
services. Shipping with the GPS-enabled Nokia N95 multimedia computer, the
Nokia Maps solution is one of the most advanced location based services in
the marketplace today.
"Location based services are one of the cornerstones of Nokia's
Internet services strategy. The acquisition of NAVTEQ is another step
toward Nokia becoming a leading player in this space," said Olli-Pekka
Kallasvuo, President and CEO, Nokia. "By joining forces with NAVTEQ, we
will be able to bring context and geographical information to a number of
our Internet services with accelerated time to market. We also look forward
to maintaining and enhancing the services and support provided to NAVTEQ's
existing and future customers".
"Nokia's unique vision for location based services aligns perfectly
with NAVTEQ's vision to enable everyone to find their way to people, places
and opportunities on mobile communications devices, cars, desktop computers
and in all the other places that are important to them," said NAVTEQ
President and CEO Judson Green. "It's really exciting to imagine what we
can achieve by combining our location experience with the resources of a
company that has a customer base of more than 900 million people."
In commenting on the transaction, Christopher Galvin, Chairman of the
Board of NAVTEQ, said "Nokia's offer of $78 per share reflects a very
attractive valuation for NAVTEQ's stockholders, representing a 34% premium
to our stock price of one month ago. In considering the offer, we
approached other potential purchasers about their possible interest in
NAVTEQ and our Board took those contacts and discussions into account in
determining that Nokia's proposal was the best opportunity available to
maximize value for our stockholders."
After completion of the transaction, NAVTEQ's current map data business
will continue operationally independent, but organizationally a Nokia Group
company. Judson Green will report directly to Olli-Pekka Kallasvuo. This
will ensure that NAVTEQ's current and future customers continue to have a
dedicated and strengthened unit serving them as before with digital map
information for automotive navigation systems, mobile navigation devices,
Internet-based mapping applications, as well as government and business
solutions.
The acquisition is expected to close in the first quarter of 2008.
Nokia plans to finance the acquisition with a combination of cash and debt,
and has secured a commitment on the debt. Nokia anticipates that the
acquisition would not impact its share buy-backs under the current mandate,
or its future cash distribution strategy in terms of dividends and share
buybacks which is subject to the shareholders' approval. The acquisition is
expected to be dilutive to Nokia earnings in 2008 and 2009 on a reported
basis. However on a cash basis Nokia expects it to be only slightly
dilutive in 2008 and slightly accretive in 2009.
Notes to editors and analysts:
Nokia and NAVTEQ will host a conference call today, Monday, October 1,
2007 beginning at 16:00 in Helsinki / 14:00 in London / 08:00 in Chicago.
The conference call will be available via live webcast at
http://www.nokia.com/investor or by calling +1-888-636-1561 (North America) or
+1-706- 634-5012 (international), with conference ID 19082045 For your
convenience, a replay of the call will be accessible by calling +1-
800-642-1687 (Nokia America) or +1-706-645-9291 (international), with
conference ID 19082045.
About Nokia
Nokia is the world leader in mobility, driving the transformation and
growth of the converging Internet and communications industries. Nokia
makes a wide range of mobile devices and provides people with experiences
in music, navigation, video, television, imaging, games and business
mobility through these devices. Nokia also provides equipment, solutions
and services for communications networks. http://www.Nokia.com
About NAVTEQ
NAVTEQ is a leading provider of comprehensive digital map information
for automotive navigation systems, mobile navigation devices,
Internet-based mapping applications, and government and business solutions.
NAVTEQ creates the digital maps and map content that power navigation and
location-based services solutions around the world.
Important Additional Information Regarding the Merger will be filed
with the SEC
In connection with the solicitation of proxies by NAVTEQ with respect
to the meeting of its stockholders to be called with respect to the
proposed merger, NAVTEQ will file a proxy statement with the Securities and
Exchange Commission (the "SEC"). NAVTEQ STOCKHOLDERS ARE ADVISED TO READ
THE PROXY STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED TO THE
STOCKHOLDERS BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders
will be able to obtain a free-of-charge copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the SEC's
web site at http://www.sec.gov. Stockholders will also be able to obtain a
free-of-charge copy of the proxy statement and other relevant documents
(when available) by directing a request by mail to NAVTEQ Corporation,
Investor Relations, 425 West Randolph Street, Chicago, IL 60606, telephone
(312) 894 7500, or from NAVTEQ's website at http://www.NAVTEQ.com.
NAVTEQ and certain of its directors and executive officers may, under
the rules of the SEC, be deemed to be "participants" in the solicitation of
proxies from its stockholders in connection with the proposed merger.
Information concerning the interests of the persons who may be
"participants" in the solicitation is set forth in NAVTEQ's proxy
statements and annual reports on Form 10-K (including any amendments
thereto), previously filed with the SEC, and in the proxy statement
relating to the merger and other relevant materials to be filed with the
SEC when they become available.
Nokia Forward-Looking Statements
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 successful completion of contemplated
acquisitions on timely basis and our ability to achieve 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 portfolio; 2) our ability to identify key market trends and to
respond timely and successfully to the needs of our customers; 3) 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; 4) the availability of new products and services by
network operators and other market participants; 5) our ability to
successfully manage costs; 6) the intensity of competition in the mobile
communications industry and our ability to maintain or improve our market
position and respond successfully to changes in the competitive landscape;
7) 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; 8) timely and successful commercialization of complex
technologies as new advanced products, services and solutions; 9) 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 and
solution offerings; 10) our ability to protect numerous Nokia patented,
standardized, or proprietary technologies from third party infringement or
actions to invalidate the intellectual property rights of these
technologies; 11) 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; 12) inventory management risks
resulting from shifts in market demand; 13) our ability to source quality
components and sub-assemblies without interruption and at acceptable
prices; 14) Nokia's and Siemens' ability to successfully integrate the
operations, personnel and supporting activities of their respective
businesses as a result of the merger of Nokia's networks business and
Siemens' carrier-related operations for fixed and mobile networks forming
Nokia Siemens Networks; 15) whether, as a result of investigations into
alleged violations of law by some current or former employees of Siemens,
government authorities or others take 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 occur after the transfer, of such
assets and employees that could result in additional actions by government
authorities; 16) the expense, time, attention and resources of Nokia
Siemens Networks and our management to detect, investigate and resolve any
situations related to alleged violations of law involving the assets and
employees of Siemens carrier-related operations transferred to Nokia
Siemens Networks; 17) 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; 18) developments under large, multi-year contracts or in
relation to major customers; 19) general economic conditions globally and,
in particular, 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 and solutions; 21)
the success, financial condition and performance of our collaboration
partners, suppliers and customers; 22) any disruption to information
technology systems and networks that our operations rely on; 23) 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; 24) the management of our customer financing exposure; 25)
allegations of possible health risks from electromagnetic fields generated
by base stations and mobile devices and lawsuits related to them,
regardless of merit; 26) unfavorable outcome of litigations; 27) our
ability to recruit, retain and develop appropriately skilled employees; and
28) the impact of changes in government policies, laws or regulations; as
well as the risk factors specified on pages 12-24 of Nokia'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.
NAVTEQ Forward-Looking Statements
This document may include certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to, plans,
objectives, expectations and intentions and other statements contained in
this press release that are not historical facts and statements identified
by words such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates" or words of similar meaning. The statements are based
on our current beliefs or expectations and are inherently subject to
various risks and uncertainties, including those set forth under "Item 1A.
Risk Factors" in each of the Company's most recent Annual and Quarterly
Reports filed with the Securities and Exchange Commission.
Actual results may differ materially from these expectations due to
changes in global political, economic, business, competitive, market and
regulatory factors. NAVTEQ does not undertake any obligation to update any
forward-looking statements contained in this document.
NAVTEQ Corporation ("NAVTEQ" or the "Company") will file a preliminary
and definitive proxy statement and other relevant documents with the
Securities and Exchange Commission (SEC) with respect to the proposed
merger. The definitive proxy statement, when available, will be sent to
NAVTEQ stockholders seeking their approval of the proposed merger.
Investors and NAVTEQ stockholders are urged to read carefully the
preliminary and definitive proxy statement and other materials when they
become available before making any voting decision because it will contain
important information about the proposed merger. In addition, the documents
filed with the SEC by NAVTEQ may be obtained free of charge from NAVTEQ's
website at http://www.NAVTEQ.com or by directing a request to NAVTEQ Thomas R.
Fox, 425 West Randolph Street, Chicago, IL 60606. Attention: Investor
Relations, telephone: 1 312 894 7500
NAVTEQ and certain of its executive officers, directors and other
employees may be deemed to be participants in the solicitation of proxies
from NAVTEQ's stockholders in connection with the proposed merger.
Information about the executive officers, directors and other employees of
NAVTEQ and their direct or indirect interests, by security holdings or
otherwise, in the merger will be set forth in the proxy statement when it
becomes available and is also included in NAVTEQ's proxy statement for its
2007 Annual Meeting, which was filed with the SEC on April 10, 2007 and
Annual Report on form 10-K for the year ended December 31, 2006. These
documents are available free of charge at the SEC's web site at http://www.sec.gov
and from Investor Relations at NAVTEQ as described above.
(Logo: http://www.newscom.com/cgi-bin/prnh/20060313/NAVTEQLOGO)
SOURCE NAVTEQ; Nokia
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CONTACT:
Nokia Communications - Global, +358 7180
34900, press.office@Nokia.com, or Nokia Communications -
Americas, Media Relations, +1-914-473-9373,
communication.corp@Nokia.com, or Nokia Investor Relations Europe,
+358 7180 34289, or Nokia Investor Relations US, +1 914 368 0555,
all of Nokia; or NAVTEQ Communications, +1-212-802-8588,
bob@richtermedia.com, or NAVTEQ Investor Relations,
+1-312-894-7500, investorrelations@navteq.com, both of NAVTEQ
