The combined entity would create a leading global player in the
fast growing location based services market CHICAGO, Oct. 1
/PRNewswire-FirstCall/ -- Nokia and NAVTEQ today announced a
definitive agreement for Nokia to acquire NAVTEQ. Under the terms
of the agreement, Nokia will pay $78 in cash for each share of
NAVTEQ including outstanding options for an aggregate purchase
price of approximately $8.1 billion (euro 5.7 billion), or
approximately $7.7 billion (euro 5.4 billion) net of NAVTEQ
existing cash balance. The acquisition has been approved by the
board of directors of each company and is subject to customary
closing conditions including regulatory approvals and NAVTEQ
shareholders' approval. The navigation area is a fast growing
business, and with location-based services expanding rapidly into
mobile communications devices, the industry is poised for even
further growth. NAVTEQ brings a number of key assets to Nokia: a
great team with best-in-world maps and navigation industry
expertise, a strong customer base and an industry-leading map data
and technology platform with the broadest geographical coverage.
NAVTEQ will continue to provide the most advanced and flexible map
data platform to navigation industry players. With NAVTEQ, Nokia
will further strengthen its location based services offering and
bring to market the most innovative, context aware Nokia Internet
services with accelerated time to market. NAVTEQ is a leading
provider of comprehensive digital map information for automotive
navigation systems, mobile navigation devices, Internet-based
mapping applications, and government and business solutions. NAVTEQ
also owns Traffic.com, a web and interactive service that provides
traffic information and content to consumers. The Chicago-based
company was founded in 1985, generated 2006 revenues of $582
million and has approximately 3,000 employees located in 168
offices in 30 countries. Nokia is the world's largest mobile device
manufacturer with more than 900 million people using a Nokia mobile
device around the world. Driven by Internet and digital
convergence, Nokia is expanding its offering to include areas such
as entertainment, communities and location based services. Shipping
with the GPS-enabled Nokia N95 multimedia computer, the Nokia Maps
solution is one of the most advanced location based services in the
marketplace today. "Location based services are one of the
cornerstones of Nokia's Internet services strategy. The acquisition
of NAVTEQ is another step toward Nokia becoming a leading player in
this space," said Olli-Pekka Kallasvuo, President and CEO, Nokia.
"By joining forces with NAVTEQ, we will be able to bring context
and geographical information to a number of our Internet services
with accelerated time to market. We also look forward to
maintaining and enhancing the services and support provided to
NAVTEQ's existing and future customers". "Nokia's unique vision for
location based services aligns perfectly with NAVTEQ's vision to
enable everyone to find their way to people, places and
opportunities on mobile communications devices, cars, desktop
computers and in all the other places that are important to them,"
said NAVTEQ President and CEO Judson Green. "It's really exciting
to imagine what we can achieve by combining our location experience
with the resources of a company that has a customer base of more
than 900 million people." In commenting on the transaction,
Christopher Galvin, Chairman of the Board of NAVTEQ, said "Nokia's
offer of $78 per share reflects a very attractive valuation for
NAVTEQ's stockholders, representing a 34% premium to our stock
price of one month ago. In considering the offer, we approached
other potential purchasers about their possible interest in NAVTEQ
and our Board took those contacts and discussions into account in
determining that Nokia's proposal was the best opportunity
available to maximize value for our stockholders." After completion
of the transaction, NAVTEQ's current map data business will
continue operationally independent, but organizationally a Nokia
Group company. Judson Green will report directly to Olli-Pekka
Kallasvuo. This will ensure that NAVTEQ's current and future
customers continue to have a dedicated and strengthened unit
serving them as before with digital map information for automotive
navigation systems, mobile navigation devices, Internet-based
mapping applications, as well as government and business solutions.
The acquisition is expected to close in the first quarter of 2008.
Nokia plans to finance the acquisition with a combination of cash
and debt, and has secured a commitment on the debt. Nokia
anticipates that the acquisition would not impact its share
buy-backs under the current mandate, or its future cash
distribution strategy in terms of dividends and share buybacks
which is subject to the shareholders' approval. The acquisition is
expected to be dilutive to Nokia earnings in 2008 and 2009 on a
reported basis. However on a cash basis Nokia expects it to be only
slightly dilutive in 2008 and slightly accretive in 2009. Notes to
editors and analysts: Nokia and NAVTEQ will host a conference call
today, Monday, October 1, 2007 beginning at 16:00 in Helsinki /
14:00 in London / 08:00 in Chicago. The conference call will be
available via live webcast at http://www.nokia.com/investor or by
calling +1-888-636-1561 (North America) or +1-706- 634-5012
(international), with conference ID 19082045 For your convenience,
a replay of the call will be accessible by calling +1- 800-642-1687
(Nokia America) or +1-706-645-9291 (international), with conference
ID 19082045. About Nokia Nokia is the world leader in mobility,
driving the transformation and growth of the converging Internet
and communications industries. Nokia makes a wide range of mobile
devices and provides people with experiences in music, navigation,
video, television, imaging, games and business mobility through
these devices. Nokia also provides equipment, solutions and
services for communications networks. http://www.nokia.com/ About
NAVTEQ NAVTEQ is a leading provider of comprehensive digital map
information for automotive navigation systems, mobile navigation
devices, Internet-based mapping applications, and government and
business solutions. NAVTEQ creates the digital maps and map content
that power navigation and location-based services solutions around
the world. Important Additional Information Regarding the Merger
will be filed with the SEC In connection with the solicitation of
proxies by NAVTEQ with respect to the meeting of its stockholders
to be called with respect to the proposed merger, NAVTEQ will file
a proxy statement with the Securities and Exchange Commission (the
"SEC"). NAVTEQ STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
WHEN IT IS FINALIZED AND DISTRIBUTED TO THE STOCKHOLDERS BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to
obtain a free-of-charge copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the
SEC's web site at http://www.sec.gov/. Stockholders will also be
able to obtain a free-of-charge copy of the proxy statement and
other relevant documents (when available) by directing a request by
mail to NAVTEQ Corporation, Investor Relations, 425 West Randolph
Street, Chicago, IL 60606, telephone (312) 894 7500, or from
NAVTEQ's website at http://www.navteq.com/. NAVTEQ and certain of
its directors and executive officers may, under the rules of the
SEC, be deemed to be "participants" in the solicitation of proxies
from its stockholders in connection with the proposed merger.
Information concerning the interests of the persons who may be
"participants" in the solicitation is set forth in NAVTEQ's proxy
statements and annual reports on Form 10-K (including any
amendments thereto), previously filed with the SEC, and in the
proxy statement relating to the merger and other relevant materials
to be filed with the SEC when they become available. Nokia
Forward-Looking Statements It should be noted that certain
statements herein which are not historical facts, including,
without limitation, those regarding: A) the timing of product,
services and solution deliveries; B) our ability to develop,
implement and commercialize new products, services, solutions and
technologies; C) expectations regarding market growth, developments
and structural changes; D) expectations regarding our mobile device
volume growth, market share, prices and margins; E) expectations
and targets for our results of operations; F) the outcome of
pending and threatened litigation; G) expectations regarding
successful completion of contemplated acquisitions on timely basis
and our ability to achieve set targets upon the completion of such
acquisitions; and H) statements preceded by "believe," "expect,"
"anticipate," "foresee," "target," "estimate," "designed," "plans,"
"will" or similar expressions are forward-looking statements. 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: 1)
competitiveness of our product portfolio; 2) our ability to
identify key market trends and to respond timely and successfully
to the needs of our customers; 3) the extent of the growth of the
mobile communications industry, as well as the growth and
profitability of the new market segments within that industry which
we target; 4) the availability of new products and services by
network operators and other market participants; 5) our ability to
successfully manage costs; 6) the intensity of competition in the
mobile communications industry and our ability to maintain or
improve our market position and respond successfully to changes in
the competitive landscape; 7) the impact of changes in technology
and our ability to develop or otherwise acquire complex
technologies as required by the market, with full rights needed to
use; 8) timely and successful commercialization of complex
technologies as new advanced products, services and solutions; 9)
our ability to protect the complex technologies, which we or others
develop or that we license, from claims that we have infringed
third parties' intellectual property rights, as well as our
unrestricted use on commercially acceptable terms of certain
technologies in our products and solution offerings; 10) our
ability to protect numerous Nokia patented, standardized, or
proprietary technologies from third party infringement or actions
to invalidate the intellectual property rights of these
technologies; 11) our ability to manage efficiently our
manufacturing and logistics, as well as to ensure the quality,
safety, security and timely delivery of our products and solutions;
12) inventory management risks resulting from shifts in market
demand; 13) our ability to source quality components and
sub-assemblies without interruption and at acceptable prices; 14)
Nokia's and Siemens' ability to successfully integrate the
operations, personnel and supporting activities of their respective
businesses as a result of the merger of Nokia's networks business
and Siemens' carrier-related operations for fixed and mobile
networks forming Nokia Siemens Networks; 15) whether, as a result
of investigations into alleged violations of law by some current or
former employees of Siemens, government authorities or others take
actions against Siemens and/or its employees that may involve and
affect the carrier-related assets and employees transferred by
Siemens to Nokia Siemens Networks, or there may be undetected
additional violations that may have occurred prior to the transfer,
or ongoing violations that may occur after the transfer, of such
assets and employees that could result in additional actions by
government authorities; 16) the expense, time, attention and
resources of Nokia Siemens Networks and our management to detect,
investigate and resolve any situations related to alleged
violations of law involving the assets and employees of Siemens
carrier-related operations transferred to Nokia Siemens Networks;
17) any impairment of Nokia Siemens Networks customer relationships
resulting from the ongoing government investigations involving the
Siemens carrier-related operations transferred to Nokia Siemens
Networks; 18) developments under large, multi-year contracts or in
relation to major customers; 19) general economic conditions
globally and, in particular, economic or political turmoil in
emerging market countries where we do business; 20) our success in
collaboration arrangements relating to development of technologies
or new products and solutions; 21) the success, financial condition
and performance of our collaboration partners, suppliers and
customers; 22) any disruption to information technology systems and
networks that our operations rely on; 23) exchange rate
fluctuations, including, in particular, fluctuations between the
euro, which is our reporting currency, and the US dollar, the
Chinese yuan, the UK pound sterling and the Japanese yen, as well
as certain other currencies; 24) the management of our customer
financing exposure; 25) allegations of possible health risks from
electromagnetic fields generated by base stations and mobile
devices and lawsuits related to them, regardless of merit; 26)
unfavorable outcome of litigations; 27) our ability to recruit,
retain and develop appropriately skilled employees; and 28) the
impact of changes in government policies, laws or regulations; as
well as the risk factors specified on pages 12-24 of Nokia's annual
report on Form 20-F for the year ended December 31, 2006 under
"Item 3.D Risk Factors." 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 does not undertake any obligation
to update publicly or revise forward-looking statements, whether as
a result of new information, future events or otherwise, except to
the extent legally required. NAVTEQ Forward-Looking Statements This
document may include certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited
to, plans, objectives, expectations and intentions and other
statements contained in this press release that are not historical
facts and statements identified by words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates"
or words of similar meaning. The statements are based on our
current beliefs or expectations and are inherently subject to
various risks and uncertainties, including those set forth under
"Item 1A. Risk Factors" in each of the Company's most recent Annual
and Quarterly Reports filed with the Securities and Exchange
Commission. Actual results may differ materially from these
expectations due to changes in global political, economic,
business, competitive, market and regulatory factors. NAVTEQ does
not undertake any obligation to update any forward-looking
statements contained in this document. NAVTEQ Corporation ("NAVTEQ"
or the "Company") will file a preliminary and definitive proxy
statement and other relevant documents with the Securities and
Exchange Commission (SEC) with respect to the proposed merger. The
definitive proxy statement, when available, will be sent to NAVTEQ
stockholders seeking their approval of the proposed merger.
Investors and NAVTEQ stockholders are urged to read carefully the
preliminary and definitive proxy statement and other materials when
they become available before making any voting decision because it
will contain important information about the proposed merger. In
addition, the documents filed with the SEC by NAVTEQ may be
obtained free of charge from NAVTEQ's website at
http://www.navteq.com/ or by directing a request to NAVTEQ Thomas
R. Fox, 425 West Randolph Street, Chicago, IL 60606. Attention:
Investor Relations, telephone: 1 312 894 7500 NAVTEQ and certain of
its executive officers, directors and other employees may be deemed
to be participants in the solicitation of proxies from NAVTEQ's
stockholders in connection with the proposed merger. Information
about the executive officers, directors and other employees of
NAVTEQ and their direct or indirect interests, by security holdings
or otherwise, in the merger will be set forth in the proxy
statement when it becomes available and is also included in
NAVTEQ's proxy statement for its 2007 Annual Meeting, which was
filed with the SEC on April 10, 2007 and Annual Report on form 10-K
for the year ended December 31, 2006. These documents are available
free of charge at the SEC's web site at http://www.sec.gov/ and
from Investor Relations at NAVTEQ as described above. (Logo:
http://www.newscom.com/cgi-bin/prnh/20060313/NAVTEQLOGO)
http://www.newscom.com/cgi-bin/prnh/20060313/NAVTEQLOGO
http://photoarchive.ap.org/ DATASOURCE: NAVTEQ; Nokia CONTACT:
Nokia Communications - Global, +358 7180 34900, , or Nokia
Communications - Americas, Media Relations, +1-914-473-9373, , or
Nokia Investor Relations Europe, +358 7180 34289, or Nokia Investor
Relations US, +1 914 368 0555, all of Nokia; or NAVTEQ
Communications, +1-212-802-8588, , or NAVTEQ Investor Relations,
+1-312-894-7500, , both of NAVTEQ Web site: http://www.navteq.com/
Copyright
