NOKIA : Nokia to fully acquire Siemens' stake in Nokia Siemens Networks

   NOKIA : Nokia to fully acquire Siemens' stake in Nokia Siemens Networks

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

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

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

Siemens AG, Media Relations
Wolfram Trost, phone: +49 89 636-34794

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

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:

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, and Nokia Siemens
Networks has described on pages 50-51 of its 2012 Annual Report available for
instance through 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,, 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,, and on the SEC's website, 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.


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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
information contained therein.

Source: NOKIA via Thomson Reuters ONE
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