Nokia to fully acquire Siemens' stake in Nokia Siemens Networks

Nokia to fully acquire Siemens' stake in Nokia Siemens Networks 
ESPOO, FINLAND and MUNICH, GERMANY -- (Marketwired) -- 07/01/13 -- 


 
Nokia Corporation
Stock Exchange Release
July 1, 2013 at 07.00 (CET +1)

 
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 value." 
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 f
or
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 transaction. 
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. 
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 www.nokia.com/about-nokia. 
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
EUR78.5 billion and income from continuing
operations EUR4.7 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: www.siemens.com. 
FORWARD-LOOKING STATEMENTS 
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 www.nokia.com/financials, and Nokia Siemens Networks has
described on pages 50-51 of its 2012 Annual Report available
for
instance through
www.nokiasiemensnetworks.com/about-us/company/financial 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, www.siemens.com, 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,
www.siemens.com, and on the SEC's
website, www.sec.gov. 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. 
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. 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 the information contained therein. 
Source: NOKIA via Thomson Reuters ONE 
[HUG#1713054] 
Contact for journalists: 
Nokia, Communications
Phone: +358 7180 34900
E-mail: press.services@nokia.com 
Siemens AG, Media Relations
Wolfram Trost
phone: +49 89 636-34794
E-mail: wolfram.trost@siemens.com
 
 
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