Final results of the tender offer: Nokia Solutions and Networks completes the offer with a holding exceeding 90% of all Comptel shares and votes and opens a subsequent offer period
Comptel Corporation Stock Exchange Release April 3, 2017 at 9.45 EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDI-RECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
The offer period under the recommended public cash tender offer by Nokia Solutions and Networks Oy (the "Offeror"), a wholly-owned indirect subsidiary of Nokia Corporation ("Nokia"), to purchase all of the issued and outstanding shares and option rights of Comptel Corporation ("Comptel") that are not owned by Comptel or any of its subsidiaries (the "Tender Offer") expired on March 29, 2017.
Nokia has announced today that according to the final results of the Tender Offer, the shares tendered in the Tender Offer, together with Comptel shares acquired by the Offeror through market purchases, represent approximately 90.51% of all the shares and votes in Comptel (excluding the treasury shares held by Comptel) and approximately 85.30% of all the shares and votes of Comptel on a fully diluted basis as defined in the offer document for the Tender Offer. In addition, 89.34% of Comptel's 2014 option rights and all of Comptel's 2015 option rights have been tendered in the Tender Offer. Consequently, as the Offeror's ownership in Comptel exceeds nine-tenths (9/10) of the shares and voting rights in Comptel, the Offeror is entitled to redeem the remaining Comptel shares under the Finnish Limited Liability Companies Act.
According to the terms and conditions of the Tender Offer, the completion of the Tender Offer is subject to more than 90% of all the shares in Comptel, together with any other Comptel shares acquired by the Offeror or Nokia Corporation, on a fully diluted basis (as defined in the offer document for the Tender Offer), having been tendered in the Tender Offer (the "Minimum Acceptance Condition"). Nokia has announced today that as the Offeror's holding will not exceed the fully diluted 90% threshold as defined in the Minimum Acceptance Condition, the Offeror has decided to waive the Minimum Acceptance Condition. As the Minimum Acceptance Condition has been waived and all other conditions to completion are satisfied, the Offeror will complete the Tender Offer in accordance with its terms and conditions. The completion trades will be settled and the offer consideration will be paid to the shareholders and holders of option rights who have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer on or about April 6, 2017.
Nokia has announced today that in order to allow the remaining shareholders and holders of option rights the possibility to still accept the Tender Offer, the Offeror has decided to extend the offer period by a subsequent offer period in accordance with the terms and conditions of the Tender Offer (the "Subsequent Offer Period"). The Subsequent Offer Period will commence on April 4, 2017 and expire on April 19, 2017. During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. The acceptance will be binding and cannot be withdrawn. Further instructions can be obtained from any branch office of Nordea Bank AB (publ), Finnish branch.
Nokia has announced today that the Offeror will announce the preliminary percentage of the shares and option rights validly tendered during the Subsequent Offer Period on or about April 20, 2017 and the final percentage on or about April 24, 2017. The offer consideration for the shares and option rights validly tendered during the Subsequent Offer Period will be paid to the shareholders and holders of option rights on or about April 27, 2017 in accordance with the payment procedures described in the terms and conditions of the Tender Offer.
Nokia has announced today that it is the Offeror's intention to acquire all the shares and option rights in Comptel. As the Offeror's ownership in Comptel exceeds nine-tenths (9/10) of the shares and voting rights in Comptel after the settlement of the shares tendered in the Tender Offer, the Offeror intends to initiate compulsory redemption proceedings for the remaining Comptel shares under the Finnish Limited Liability Companies Act as well as the redemption of the remaining option rights in accordance with their terms and conditions.
The Offeror or Nokia Oyj may purchase shares and option rights in Comptel also in public trading on Nasdaq Helsinki or otherwise at a price not exceeding the offer price of EUR 3.04 per share and at a price not exceeding the offer price for the option rights as follows: EUR 2.56 for each 2014A option right, EUR 2.16 for each 2014B option right and EUR 1.53 for each 2014C option right. Further information:
Comptel Tom Jansson Chief Financial Officer tel. +358 40 700 1849 tom.jansson@comptel.com
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDI-RECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
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THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DI-RECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OF-FER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN THE UNITED STATES, CANADA, JAPAN, AUSTRAL-IA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
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THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE FOR DISTRIBUTION IN THE UNITED KINGDOM ONLY TO PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE "FINANCIAL PROMOTION ORDER"), (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIA-TIONS ETC.") OF THE FINANCIAL PROMOTION ORDER, (III) ARE PERSONS FALLING WITHIN ARTI-CLE 43 OF THE FINANCIAL PROMOTION ORDER, (IV) ARE OUTSIDE THE UNITED KINGDOM, OR (V) ARE PERSONS 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 RE-FERRED TO AS "RELEVANT PERSONS"). THIS STOCK EXCHANGE RELEASE AND THE TENDER OFFER AND THE MATERIALS RELATING THERETO ARE DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY IN-VESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS STOCK EXCHANGE RELEASE RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
