Nokia Siemens Networks Finance B.V. announces the offering of EUR 600 million Senior Notes

Nokia Siemens Networks Finance B.V. announces the offering of EUR 600 million 
Senior Notes 
ESPOO, FINLAND -- (Marketwire) -- 03/18/13 -- 


 
Nokia Corporation
Stock exchange release
March 18, 2013 at 15.45 (CET+1)

 
Nokia announced today that Nokia Siemens Networks Finance B.V., a
wholly owned
subsidiary of Nokia Siemens Networks B.V., announced the
offer of EUR 600 million Senior Notes (the "Notes"). 
The Notes will be guaranteed on a senior basis by Nokia Siemens
Networks B.V.
and Nokia Siemens Networks Oy. The net proceeds from the
issuance and sale of
the Notes will be used to prepay certain
existing debt of Nokia Siemens Networks. The Notes will have terms
and conditions commensurate with the high
yield nature of these debt
securities. 
Nokia Siemens Networks is jointly owned by Nokia Corporation and
Siemens AG and
its financial results are consolidated by Nokia
Corporation. Nokia has not guaranteed any of the Nokia Siemens
Networks borrowings and thus they are non-recourse to Nokia. 
The Notes have not been registered under the U.S. Securities Act of
1933, as
amended (the "U.S. Securities Act"), and may not be offered
or sold in the United States absent registration under the U.S.
Securities Act or an applicable
exemption from the registration
requirements of the U.S. Securities Act. The
Notes are being offered
only to qualified institutional buyers in accordance
with Rule 144A
under the U.S. Securities Act and outside the United States
in
accordance with Regulation S under the U.S. Securities Act. 
Important Regulatory Notice 
The offer and sale of the Notes will be made pursuant to an exemption
under the
Prospectus Directive, as implemented in Member States of the
European Economic
Area, from the requirement to produce a prospectus
for offers of securities.
This announcement does not constitute an
advertisement for the purposes of the
Prospectus Directive. 
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy any Notes, nor will there be any sale
of Notes referred to in this
announcement, in any jurisdiction,
including the United States, in which such
offer, solicitation or
sale is not permitted.  The Notes may not be offered or
sold in the
United States absent registration under the U.S. Securities Act or
an
applicable exemption from the registration requirements of the U.S.
Securities Act. 
FORWARD-LOOKING STATEMENTS 
It should be noted that Nokia and its business 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: A)
the expected plans and benefits of
our partnership with Microsoft to bring together complementary assets
and expertise to form a global mobile ecosystem
for smartphones; B)
the timing and expected benefits of our strategies, including
expected operational and financial benefits and targets as well
as
changes in leadership and operational structure; C) the timing of
the deliveries
of our products and services; D) our ability to
innovate, develop, execute and
commercialize new technologies,
products and services; E) expectations regarding
market developments
and structural changes; F) expectations and targets regarding our
industry volumes, market share, prices, net sales and margins of
our
products and services; G) expectations and targets regarding our
operational
priorities and results of operations; H) expectations and
targets regarding collaboration and partnering arrangements; I) the
outcome of pending and threatened litigation, regulatory proceedings
or investigations by authorities;
J) expectations regarding the
successful completion of  restructurings, investments, acquisitions
and divestments on a timely basis and our ability to
achieve the
financial and operational targets set in connection with any
such
restructurings, investments, acquisitions and divestments; and
K) 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, including risks and uncertainties
that could cause
these differences include, but are not limited to:
1) our ability to make the
Windows Phone ecosystem a competitive and
profitable global ecosystem that achieves sufficient scale, value and
attractiveness to relevant market participants, making Nokia products
with Windows Phone a competitive choice for
consumers; 2) our success
in the smartphone market, including our ability to
introduce and
bring to market quantities of attractive, competitively priced
Nokia
products with Windows Phone that are positively differentiated from
our
competitors' products, both outside and within the Windows Phone
ecosystem; 3)
our ability to produce attractive and competitive
devices in our Mobile Phones
business unit, including feature phones
and devices with features such as full
touch that can be categorized
as smartphones, in a timely and cost efficient
manner with
differentiated hardware, software, localized services and
applications; 4) the success of our HERE strategy, including our
ability to establish a successful location-based platform and extend
our location- based
services across devices and operating systems; 5)
our ability to provide support
for our Devices & Services business
and maintain current and create new sources
of revenue from our
location-based service and commerce assets; 6) our ability
to protect
numerous patented standardized or proprietary technologies from
third-party infringement or actions to invalidate the intellectual
property rights of these technologies; 7) our ability to maintain the
existing sources of intellectual property related revenue and
establish new such sources; 8) the
intensity of competition in the
various markets where we do business and our
ability to maintain or
improve our market position or respond successfully to
changes in the
competitive environment; 9) our ability to keep momentum and increase
our speed of innovation, product development and execution in order
to bring new innovative and competitive mobile products and
location-based or other
services to the market in a timely manner;
10) the success of our partnership
with Microsoft in connection with
the Windows Phone ecosystem; 11) our ability
to effectively and
smoothly implement the planned changes in our operational
structure
and achieve targeted efficiencies and reductions in operating
expenses; 12) our ability to retain, motivate, develop and recruit
appropriately
skilled employees; 13) our dependence on the
development of the mobile and communications industry, including
location-based and other services industries,
in numerous diverse
markets, as well as on general economic conditions globally
and
regionally; 14) our ability to maintain and leverage our traditional
strengths in the mobile products market, especially if we are unable
retain the
loyalty of our mobile operator and distributor customers
and consumers as a result of the implementation of our strategies or
other factors; 15) the performance of the parties we partner and
collaborate with, including Microsoft
and our ability to achieve
successful collaboration or partnering arrangements;
16) our ability
to deliver our mobile products profitably, in line with
quality
requirements and on time, especially if the limited number of
suppliers we depend on fail to deliver sufficient quantities of fully
functional products,
components, sub-assemblies, software and services
on favorable terms and in compliance with our supplier requirements;
17) 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 services; 18) any actual or
even
alleged defects or other quality, safety and security issues in our
products; 19) any inefficiency, malfunction or disruption of a system
or network
that our operations rely on; 20) the impact of
cybersecurity breach or other
factors leading to an actual or alleged
loss, improper disclosure or leakage of any personal or consumer data
collected by us or our partners or subcontractors,
made available to
us or stored in or through our products; 21) our ability
to
successfully manage the pricing of our products and costs related
to our products and our operations; 22) the potential complex tax
issues and obligations we may face, including the obligation to pay
additional taxes in
various jurisdictions and our actual or
anticipated performance, among other
factors, could result in
allowances related to deferred tax assets; 23) exchange
rate
fluctuations, particularly between the euro, which is our reporting
currency, and the US dollar, the Japanese yen and the Chinese yuan,
as well as
certain other currencies; 24) our ability to protect the
technologies, which we or others develop or which 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 product and services; 25) the
impact of economic, regulatory, political or other development
on our
sales, manufacturing facilities and assets located in emerging
market
countries as well as the impact of regulations against imports
to those countries; 26) the impact of changes in and enforcement of
government policies,
technical standards, trade policies, laws or
regulations in countries where our
assets are located and where we do
business; 27) investigations or claims by
contracting parties in
relation to exits from countries, areas or contractual
arrangements;
28) unfavorable outcome of litigation, regulatory proceedings
or
investigations by authorities; 29) allegations of possible health
risks from
electromagnetic fields generated by base stations and
mobile devices, and the
lawsuits and publicity related to them,
regardless of merit; 30) Nokia Siemens
Networks' success in the
mobile broadband infrastructure and related services
market and its
ability to effectively, profitably and timely adapt business
and
operations to the diverse needs of its customers; 31) Nokia
Siemens Networks'
ability to maintain and improve its market position
and respond successfully to changes and competition in the mobile
broadband infrastructure and related services market; 32) Nokia
Siemens Networks' success in implementing its restructuring plan and
reducing its operating expenses and other costs; 33) Nokia Siemens
Networks' ability to invest in and timely introduce new competitive
products, services, upgrades and technologies; 34) Nokia
Siemens
Networks' dependence on limited number of customers and
large, multi-year contracts; 35) Nokia Siemens Networks' liquidity
and its ability to meet its
working capital requirements, including
access to available credit under its
financing arrangements and other
credit lines as well as cash at hand; 36) the
management of Nokia
Siemens Networks' customer financing exposure; 37) whether
ongoing or
any additional governmental investigations of alleged violations
of
law by some former employees of Siemens may involve and affect the
carrier- related assets and employees transferred by Siemens to Nokia
Siemens Networks;
38) any impairment of Nokia Siemens Networks
customer relationships resulting
from ongoing or any additional
governmental investigations involving the Siemens
carrier-related
operations transferred to Nokia Siemens Networks, as well as the risk
factors specified on pages 12-47 of Nokia's annual report on Form
20-F for
the year ended December 31, 2012 under Item 3D. "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
publicly
update or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to the
extent legally required. 
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 http://www.nokia.com/about-nokia. 
This announcement is distributed by Thomson Reuters on behalf of
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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#1686029] 
Media Enquiries: 
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