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DGAP-UK-Regulatory: Nokia publishes proxy materials for its Extraordinary General Meeting 2013 and notifies a new date for its Q3 2013 results announcement

Nokia  / Miscellaneous 
 
19.09.2013 15:05 
 
Dissemination of a UK Regulatory Announcement, transmitted by 
DGAP - a company of EQS Group AG. 
The issuer is solely responsible for the content of this announcement. 
=-------------------------------------------------------------------------- 
 
 
Nokia Corporation 
Stock Exchange Release 
September 19, 2013 at 16.05 (CET+1) 
 
Espoo, Finland - As outlined in the notice to the Nokia Extraordinary General 
Meeting 2013 (EGM) published earlier today, Nokia is making available proxy 
materials with more detailed information on the proposed transaction, announced 
on September 3, 2013, in which Nokia has agreed to sell substantially all of 
its Devices & Services business to Microsoft (the 'Sale of the D&S Business'). 
 
Additionally, Nokia today announces a new publication date for its third 
quarter 2013 results announcement. 
 
New publication date for Nokia's Q3 2013 results announcement 
Nokia informs that it plans to publish its third quarter 2013 and January - 
September 2013 interim report on October 29, 2013. The postponement from the 
previously announced date is driven by Nokia's acquisition of Siemens AG's 
entire stake in NSN and the announcement of the Sale of the D&S Business, both 
of which have taken place during the third quarter of 2013. 
 
Proxy materials for the EGM 
The proxy materials relating to the Sale of the D&S Business are available at 
www.nokia.com/gm.  Additionally, the material is attached to the Nokia stock 
exchange release in pdf format and will be furnished to the U.S. Securities and 
Exchange Commission. 
 
The proxy materials contain detailed information on the proposal to be voted 
on, and we strongly encourage our shareholders to read the materials in their 
entirety. The proxy materials include, for instance, a letter from Risto 
Siilasmaa, Chairman and interim CEO of Nokia as well as Nokia Group unaudited 
pro forma financial information for certain periods. These sections are also 
included below in this release. 
 
Nokia Board recommendation 
Nokia's Board of Directors recommends that Nokia shareholders vote to confirm 
and approve the Sale of the D&S Business at the Extraordinary General Meeting. 
 
September 18, 2013 
Shareholders of Nokia Corporation 
Re: Notice of Extraordinary General Meeting of Shareholders 
 
Dear Shareholder: 
Shareholder: 
 
You are cordially invited to attend an Extraordinary General Meeting of 
shareholders of Nokia Corporation to be held on November 19, 2013, at 2:00 p.m. 
(Helsinki time) at Barona Areena, Urheilupuistontie 3, Espoo, Finland. The 
attached notice of the Extraordinary General Meeting and proxy materials 
provide information regarding the proposed resolution to be considered and 
voted on at the Extraordinary General Meeting. We hope that you can attend 
either by voting in advance, issuing a proxy to a representative or at the 
Extraordinary General Meeting in person. 
 
The purpose of the Extraordinary General Meeting is for you and our other 
shareholders to consider and vote on a proposal to confirm and approve the 
transactions contemplated by the Stock and Asset Purchase Agreement, dated as 
of September 2, 2013 (the 'Purchase Agreement'), by and between Nokia 
Corporation and Microsoft International Holdings B.V. ('Microsoft 
International'), a wholly owned subsidiary of Microsoft Corporation 
('Microsoft'). Under the Purchase Agreement, Nokia will sell substantially all 
of its Devices & Services business (the 'D&S Business'), including assets and 
liabilities to the extent primarily related thereto, to Microsoft International 
(the transactions contemplated by the Purchase Agreement, the 'Sale of the D&S 
Business') for an aggregate purchase price of EUR 3.79 billion in cash, subject 
to certain adjustments. 
 
Nokia has also entered into a mutual licensing agreement (the 'Patent License 
Agreement') with Microsoft that will become effective upon consummation of the 
Sale of the D&S Business and a payment to Nokia of EUR 1.55 billion, and, as 
consideration for Microsoft's unilateral right to extend the term of the Patent 
License Agreement to perpetuity, an additional payment of EUR 100 million to 
Nokia. Under the Patent License Agreement, Nokia will grant Microsoft a 10-year 
license to certain of Nokia's patents and Microsoft will grant Nokia reciprocal 
rights to certain of Microsoft's patents for use in Nokia's HERE business. Upon 
consummation of the Sale of the D&S Business, Microsoft will also become a 
strategic licensee of the HERE location platform and will pay Nokia separately 
for the services provided under this license. Microsoft is expected to become 
one of the top three customers of HERE. Nokia will retain the Nokia brand and 
all of its patents and patent applications worldwide, provided that certain 
registered design rights that are specific to the D&S Business will be included 
in the assets transferred to Microsoft. 
 
The Sale of the D&S Business and the licensing arrangements described above are 
expected to be significantly accretive to Nokia's earnings as each of Nokia's 
continuing businesses, NSN, HERE and Advanced Technologies are global leaders 
in enabling mobility in their respective areas. The Sale of the D&S Business 
and the licensing arrangements described above are also expected to 
significantly strengthen Nokia's financial position and provide a solid basis 
for future investment in the continuing businesses. During the first half of 
2013, we estimate that the non-IFRS result of the business proposed to be sold, 
'substantially all of Devices & Services business' would have been a loss of 
EUR 395 million and net sales of that business would have been EUR 5.3 billion. 
For the same period of time (on a pro forma basis) the non-IFRS result of 
Nokia's continuing businesses would have been a profit of EUR 436 million and 
the net sales of Nokia's continuing businesses would have been EUR 6.3 billion. 
On a pro forma basis Nokia had EUR 12.8 billion of gross cash and EUR 7.5 
billion of net cash at the end of the first half of 2013. 
 
More information about the Sale of the D&S Business and the Purchase Agreement 
is contained in the accompanying proxy materials, which we strongly encourage 
you to read in their entirety. These proxy materials are also available on 
Nokia's website at www.nokia.com/gm. 
 
After a thorough assessment of how to maximize shareholder value, including 
considering a variety of strategic alternatives, Nokia's Board of Directors 
decided to approve Nokia's entry into the Purchase Agreement and the Sale of 
the D&S Business contemplated thereby and determined that Nokia's entry into 
the Purchase Agreement and the Sale of the D&S Business are in the best 
interests of Nokia and our shareholders. The Board of Directors recommends that 
Nokia shareholders vote to confirm and approve the Sale of the D&S Business at 
the Extraordinary General Meeting. 
 
The Purchase Agreement requires that shareholders representing a majority of 
the votes cast at the Extraordinary General Meeting confirm and approve the 
Sale of the D&S Business. The consummation of the Sale of the D&S Business is 
also subject to the satisfaction of certain other conditions to consummation of 
the Sale of the D&S Business as set forth in the Purchase Agreement and 
described in the accompanying proxy materials. 
 
Regardless of the number of Nokia shares or American Depositary Shares you own, 
your vote is very important. The accompanying notice to convene the 
Extraordinary General Meeting and proxy materials provide you with detailed 
information about the Sale of the D&S Business and the Extraordinary General 
Meeting. 
 
On behalf of Nokia Corporation, we would like to thank all of our shareholders 
for their ongoing support as we prepare for this important event in Nokia's 
history. 
 
Sincerely, 
/s/ Risto Siilasmaa 
Risto Siilasmaa 
Chairman of the Board and interim CEO 
 
 
 
NOKIA GROUP UNAUDITED PRO FORMA FINANCIAL INFORMATION 
Basis of compilation of the unaudited pro forma financial information 
 
The following unaudited pro forma financial information ('pro forma', 'pro 
forma information') is presented to illustrate the financial impact of the 
following transactions (collectively, the 'Transactions'): 
 
- Nokia's acquisition of Siemens AG's ('Siemens') 50% stake in Nokia Solutions 
and Networks, also referred to as NSN (formerly Nokia Siemens Networks), for 
EUR 1.7 billion, completed on August 7, 2013 (the 'NSN Acquisition'); 
 
- The sale of substantially all of Nokia's Devices & Services business (the 
'D&S Business') to Microsoft International Holdings B.V. ('Microsoft 
International'), a wholly owned subsidiary of Microsoft Corporation 
('Microsoft') for EUR 3.79 billion (the transactions contemplated by the Stock 
and Asset Purchase Agreement, dated as of September 2, 2013 (the 'Purchase 
Agreement'), by and between Nokia and Microsoft International (the 'Sale of the 
D&S Business'); 
 
- Nokia's granting Microsoft a 10-year license to certain of Nokia's patents 
and Microsoft granting Nokia reciprocal right to use Microsoft's patents in 
HERE services upon consummation of the Sale of the D&S Business for a license 
payment of EUR 1.55 billion in cash to Nokia and, as consideration for the 
unilateral right to extend the term of the Patent License Agreement to 
perpetuity, an additional EUR 100 million payment to Nokia (the 'Patent License 
Agreement'); 
 
- Microsoft's payment to Nokia for services provided in connection with 
Microsoft becoming a strategic licensee of Nokia's HERE location platform; and 
 
- The sale of EUR 1.5 billion in senior unsecured convertible bonds to 
Microsoft (the 'Convertible Bonds') pursuant to a bond purchase agreement, 
dated as of September 2, 2013, by and between Nokia and Microsoft International 
(the 'Bond Purchase Agreement'). The Convertible Bonds will be issued in three 
equal tranches of EUR 500 million each, bearing interest of 1.125%, 2.500% and 
3.625% and maturing in 2018, 2019 and 2020, respectively. 
 

(MORE TO FOLLOW) Dow Jones Newswires

September 19, 2013 09:05 ET (13:05 GMT)

© 2013 Dow Jones News
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