Nokia publishes proxy materials for its EGM 2013 and notifies a new date for its Q3 2013 results
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
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.
/s/ Risto Siilasmaa
Chairman of the Board and interim CEO
More info here
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