Nokia Announces Pricing and Early Results for its Tender Offers and Consent Solicitation

Nokia Corporation
Stock Exchange Release
June 13, 2017 at 20:20 (CET +1)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

Nokia Announces Pricing and Early Results for its Tender Offers and Consent Solicitation

Espoo, Finland – Nokia Corporation (“Nokia“), announces the pricing and early results of its previously announced tender offers (the “Tender Offers“) to purchase for cash: (i) the USD 300 000 000 6.50% debentures due January 15, 2028 (the “2028 Notes“); (ii) the USD 1 360 000 000 6.45% debentures due March 15, 2029 (the “2029 Notes“) (the 2028 Notes and the 2029 Notes, together the “ALU Notes“) issued by Lucent Technologies Inc. (the predecessor to Alcatel-Lucent USA Inc. (“Alcatel Lucent“); and (iii) the USD 1 000 000 000 5.375% notes due March 15, 2019 issued by Nokia (the “2019 Notes” and, together with the ALU Notes, the “Notes“). Alcatel Lucent is a wholly-owned subsidiary of Nokia.

The Tender Offers and Consent Solicitation are being made on the terms and subject to the conditions set out in the offer to purchase dated May 30, 2017 (the “Offer to Purchase“). Capitalized terms not defined herein have the meaning ascribed to them in the Offer to Purchase.

Early Tender Results, Acceptance and Early Settlement Election

As of 5:00 p.m. (New York time) on June 12, 2017 (the “Early Tender Date“), according to information provided by Lucid Issuer Services Limited (the “Tender and Information Agent“), an aggregate principal amount of Notes equal to USD 1,495,992,000 has been validly tendered and not validly withdrawn in the Tender Offers, as set out in the table below. Withdrawal rights for the Tender Offers expired at the Early Tender Date. As a result, tendered Notes may no longer be withdrawn, except as required by law.

Nokia has accepted for purchase (i) all ALU Notes validly tendered at or prior to the Early Tender Date in full; and (ii) the 2019 Notes validly tendered at or prior to the Early Tender Date with a pro-ration factor of 69.4277%, such that the total amount payable (excluding Accrued Interest) is approximately equal to the Maximum Acceptance Amount of USD 1,500,000,000. Nokia hereby announces that it is exercising the Early Settlement Election and the Early Settlement Date will be June 14, 2017.

_____________________

1. As of May 30, 2017, Nokia holds an additional USD 85 990 000 of the 6.50% Debentures due January 15, 2028 and USD 400 910 000 of the 6.45% Debentures due March 15, 2029, which are not reflected in the table above. Nokia is an affiliate of Alcatel Lucent and, as a result, in determining whether the holders of the required principal amount of ALU Notes have concurred in any direction, waiver or consent, ALU Notes owned by Nokia have been disregarded. For additional information, see the Offer to Purchase under the section “The Terms of the Tender Offers and Consent Solicitation-Notes Accepted for Purchase.”

The Tender Offers will expire at 11:59 p.m. (New York time) on June 26, 2017 (the “Expiration Date“). Nokia reserves the right, subject to applicable law, at any time, for any reason, to extend the Expiration Date. Any such extension will be announced in the manner described in the Offer to Purchase.

ALU Notes validly tendered after the Early Tender Date (if any) will be accepted for purchase in full and none of the 2019 Notes validly tendered after the Early Tender Date (if any) will be accepted for purchase, as detailed in the Offer to Purchase. The Final Settlement Date in respect of any such ALU Notes is expected to be June 28, 2017.

Consent Solicitation

Concurrently with the Tender Offers, Alcatel Lucent solicited (the “Consent Solicitation“) consents (the “Consents“) from each holder of ALU Notes to certain proposed amendments (the “Proposed Amendments“) to the indenture governing the ALU Notes (the “ALU Indenture“). The Proposed Amendments will eliminate: (i) covenants in the ALU Indenture governing the ALU Notes with respect to (a) liens, (b) sale and leaseback transactions and (c) reports; and (ii) certain events of default with respect to the ALU Notes, other than certain events of default including the failure to pay principal of or premium, if any, on and interest on such ALU Notes, and bankruptcy.

As of the Early Tender Date, the Requisite Consents have been reached and the Supplemental Indenture has been executed. The Supplemental Indenture will become operative on the Final Settlement Date.

Consideration

Holders who validly tendered and have not validly withdrawn their Notes at or prior to the Early Tender Date will be eligible to receive the relevant Early Consideration. Holders who validly tender their Notes after the Early Tender Date, but at or prior to the Expiration Date will be eligible to receive the relevant Late Consideration. In addition to the relevant Early Consideration or Late Consideration (as applicable), Nokia will also pay any applicable Accrued Interest in relation to the Notes accepted for purchase.

The Early Consideration (assuming the Early Settlement Date is June 14, 2017) and the Late Consideration (assuming the Final Settlement Date is June 28, 2017) in respect of each series of Notes, as applicable, were determined today at or around 11:00 a.m. (New York time) in accordance with the terms set out in the Offer to Purchase, as detailed in the table below:

New Notes

On June 12, 2017, Nokia closed its offering of USD 500 million aggregate principal amount of 3.375% senior unsecured notes due 2022 and USD 500 million aggregate principal amount of 4.375% senior unsecured notes due 2027 registered under the U.S. Securities Act of 1933, as amended (the “New Notes“). We intend to use the net proceeds of the New Notes and cash on balance sheet to finance the repurchase of the Notes that are validly tendered and accepted for purchase pursuant to the Tender Offers and Consent Solicitation.

Joint Dealer Managers and Solicitation Agents

Barclays Capital Inc., Citigroup Global Markets Limited, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as Joint Dealer Managers and Solicitation Agents for the Tender Offers and Consent Solicitation. Investors with questions may contact the Joint Dealer Managers and Solicitation Agents at the addresses and numbers shown below.

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

United States of America

London

Tel: +44 20 3134 8515

United States

Tel (toll-free): +1 (800) 438-3242

Tel (collect): +1 (212) 528-7581

Attn.: Liability Management Group

liability.management@barclays.com

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

London

Tel.: +44 20 7986 8969

United States

Tel (toll-free): +1 (800) 558-3745

Tel (collect): +1 (212) 723-6106

Attn.: Liability Management Group

liabilitymanagement.europe@citi.com

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

United States of America

London

Tel: +44 20 7774 9862

United States

Tel (toll-free): +1 (800) 828-3182

Tel (collect): +1 (212) 357-1057

Attn.: Liability Management Group

liabilitymanagement.eu@gs.com

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

United States of America

London

Tel: +44 207 134 2468

United States

Tel (toll-free): +1 (866) 834-4666

Tel (collect): +1 (212) 834-3424

Attn.: Liability Management Desk

Copies of the Offer to Purchase can be requested from, and questions regarding the procedures for tendering Notes may be directed to, the Tender and Information Agent, Lucid Issuer Services Limited, at +44 (0) 20 7704 0880 or at nokia@lucid-is.com .

Nokia reserves the right, subject to applicable law, at any time prior to the satisfaction of the conditions set out in the Offer to Purchase, to amend the Tender Offers in any respect or to terminate the Tender Offers and return the tendered Notes, subject to disclosure and other requirements as required by applicable laws.

This stock exchange release must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information which should be read carefully before any decision is made with respect to the Tender Offers and Consent Solicitation. This stock exchange release is neither an offer to sell nor a solicitation of offers to buy any securities. The Tender Offers and Consent Solicitation are being made only pursuant to the Offer to Purchase. None of Nokia, Alcatel Lucent, the Joint Dealer Managers and Solicitation Agents, the Tender and Information Agent, or the Trustees makes any recommendation in connection with the Tender Offers and Consent Solicitation. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offers and Consent Solicitation.

Holders should seek their own financial advice, including in respect of any tax consequences, from their broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offers and Consent Solicitation. The Joint Dealer Managers and Solicitation Agents will not be responsible to any holders of Notes for providing the protections afforded to customers of the Joint Dealer Managers and Solicitation Agents or for advising any other person in connection with the Tender Offers and Consent Solicitation.

Offer and Distribution Restrictions

The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Tenders will not be accepted from holders of Notes in any jurisdiction in which such offer or solicitation is unlawful. If a jurisdiction requires that the Tender Offers be made by a licensed broker or dealer and either of the Joint Dealer Managers or any of their respective affiliates is a licensed broker or dealer in that jurisdiction, the Tender Offers shall be deemed to be made by such Joint Dealer Manager or affiliate, as the case may be, on behalf of Nokia in the jurisdiction where it is so licensed.

Each holder wishing to submit a tender in respect of any of the Notes will be deemed to make and give certain agreements, acknowledgements, representations, warranties and undertakings in respect of the jurisdictions referred to below and as set out in the Offer to Purchase. Any tender of Notes for purchase pursuant to a tender from a holder that is unable to make or give such agreements, acknowledgements, representations, warranties and undertakings will be invalid.

European Economic Area (“EEA“)

The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers does not constitute an offer of securities to the public for the purposes of Article 2(1)(d) of Directive 2003/71/EC and accordingly the requirement to produce a prospectus does not apply to the Tender Offers.

United Kingdom

This announcement and the Offer to Purchase are for distribution within the United Kingdom only to persons: (i) who are existing holders of Notes that are creditors of Nokia or the USD Notes Company within the meaning of Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order“) or are otherwise within the scope of Article 43(2) thereof; (ii) who have professional experience in matters relating to investments falling within the definition of investment professional in Article 19(5) of the Order; (iii) who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Order; or (iv) to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement and the Offer to Purchase is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement or the Offer to Purchase relates is available only to relevant persons and will be engaged in only with relevant persons.

Italy

None of the Tender Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offers has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB“).

Therefore, the Tender Offers may only be carried out in the Republic of Italy (“Italy“) pursuant to an exemption under article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act“) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders of each series of Notes may tender their Notes through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and the Tender Offers.

Belgium

Neither this announcement or the Offer to Purchase nor any other documents or materials relating to the Tender Offers have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Tender Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of April 1, 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, each as amended or replaced from time to time. Accordingly, the Tender Offers may not be advertised and the Tender Offers will not be extended, and neither this announcement or the Offer to Purchase nor any other documents or materials relating to the Tender Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, this announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offers.

Accordingly, the information contained in this announcement or in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France (“France“). Neither this announcement or the Offer to Purchase nor any other document or material relating to the Tender Offers has been or shall be distributed to the public in France and only: (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers); and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1 to D.411-3, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offers. This announcement and the Offer to Purchase have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

About Nokia

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From the enabling infrastructure for 5G and the Internet of Things, to emerging applications in virtual reality and digital health, we are shaping the future of technology to transform the human experience. www.nokia.com

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FORWARD-LOOKING STATEMENTS

It should be noted that Nokia and its businesses 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) our ability to integrate Alcatel Lucent into our operations and achieve the targeted business plans and benefits, including targeted synergies in relation to the acquisition of Alcatel Lucent; B) expectations, plans or benefits related to our strategies and growth management; C) expectations, plans or benefits related to future performance of our businesses; D) expectations, plans or benefits related to changes in organizational and operational structure; E) expectations regarding market developments, general economic conditions and structural changes; F) expectations and targets regarding financial performance, results, operating expenses, taxes, currency exchange rates, hedging, cost savings and competitiveness, as well as results of operations including targeted synergies and those related to market share, prices, net sales, income and margins; G) expectations, plans or benefits related to any future collaboration or to the business collaboration agreement and the patent license agreement between Nokia and Apple announced on May 23, 2017, including income to be received under any collaboration or partnership or agreement; H) timing of the deliveries of our products and services; I) expectations and targets regarding collaboration and partnering arrangements, joint ventures or the creation of joint ventures, including the creation of the new Nokia Shanghai Bell joint venture and the related administrative, legal, regulatory and other conditions, as well as our expected customer reach; J) outcome of pending and threatened litigation, arbitration, disputes, regulatory proceedings or investigations by authorities; K) expectations regarding restructurings, investments, capital structure optimization efforts, uses of proceeds from transactions, acquisitions and divestments and our ability to achieve the financial and operational targets set in connection with any such restructurings, investments, capital structure optimization efforts, divestments and acquisitions; and L) statements preceded by or including “believe,” “expect,” “anticipate,” “foresee,” “sees,” “target,” “estimate,” “designed,” “aim,” “plans,” “intends,” “focus,” “continue,” “project,” “should,” “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 execute our strategy, sustain or improve the operational and financial performance of our business and correctly identify and successfully pursue business opportunities or growth; 2) our ability to achieve the anticipated benefits, synergies, cost savings and efficiencies of the acquisition of Alcatel Lucent, and our ability to implement our organizational and operational structure efficiently; 3) general economic and market conditions and other developments in the economies where we operate; 4) competition and our ability to effectively and profitably compete and invest in new competitive high-quality products, services, upgrades and technologies and bring them to market in a timely manner; 5) our dependence on the development of the industries in which we operate, including the cyclicality and variability of the information technology and telecommunications industries; 6) our global business and exposure to regulatory, political or other developments in various countries or regions, including emerging markets and the associated risks in relation to tax matters and exchange controls, among others; 7) our ability to manage and improve our financial and operating performance, cost savings, competitiveness and synergies after the acquisition of Alcatel Lucent; 8) our dependence on a limited number of customers and large multi-year agreements; 9) exchange rate fluctuations, as well as hedging activities; 10) Nokia Technologies’ ability to protect its IPR and to maintain and establish new sources of patent licensing income and IPR-related revenues, particularly in the smartphone market; 11) our ability to successfully realize the expectations, plans or benefits related to any future collaboration or to the business collaboration agreement and the patent license agreement between Nokia and Apple announced on May 23, 2017, including income to be received under any collaboration or partnership or agreement; 12) our dependence on IPR technologies, including those that we have developed and those that are licensed to us, and the risk of associated IPR-related legal claims, licensing costs and restrictions on use; 13) our exposure to direct and indirect regulation, including economic or trade policies, and the reliability of our governance, internal controls and compliance processes to prevent regulatory penalties in our business or in our joint ventures; 14) our ability to identify and remediate material weaknesses in our internal control over financial reporting; 15) our reliance on third-party solutions for data storage and service distribution, which expose us to risks relating to security, regulation and cybersecurity breaches; 16) inefficiencies, breaches, malfunctions or disruptions of information technology systems; 17) Nokia Technologies’ ability to generate net sales and profitability through licensing of the Nokia brand, particularly in digital media and digital health, and the development and sales of products and services, as well as other business ventures which may not materialize as planned; 18) our exposure to various legislative frameworks and jurisdictions that regulate fraud and enforce economic trade sanctions and policies, and the possibility of proceedings or investigations that result in fines, penalties or sanctions; 19) adverse developments with respect to customer financing or extended payment terms we provide to customers; 20) the potential complex tax issues, tax disputes and tax obligations we may face in various jurisdictions, including the risk of obligations to pay additional taxes; 21) our actual or anticipated performance, among other factors, which could reduce our ability to utilize deferred tax assets; 22) our ability to retain, motivate, develop and recruit appropriately skilled employees; 23) disruptions to our manufacturing, service creation, delivery, logistics and supply chain processes, and the risks related to our geographically-concentrated production sites; 24) the impact of litigation, arbitration, agreement-related disputes or product liability allegations associated with our business; 25) our ability to optimize our capital structure as planned and re-establish our investment grade credit rating or otherwise improve our credit ratings; 26) our ability to achieve targeted benefits from or successfully achieve the required administrative, legal, regulatory and other conditions and implement planned transactions, including the creation of the new Nokia Shanghai Bell joint venture, as well as the liabilities related thereto; 27) our involvement in joint ventures and jointly-managed companies; 28) the carrying amount of our goodwill may not be recoverable; 29) uncertainty related to the amount of dividends and equity return we are able to distribute to shareholders for each financial period; 30) pension costs, employee fund-related costs, and healthcare costs; and 31) risks related to undersea infrastructure, as well as the risk factors specified on pages 67 to 85 of our 2016 annual report on Form 20-F under “Operating and financial review and prospects-Risk factors” and in our other filings with the U.S. Securities and Exchange Commission. Other unknown or unpredictable factors or underlying assumptions subsequently proven to be incorrect could cause actual results to differ materially from those in the forward-looking statements. We do 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.