Voluntary recommended public tender offer for all shares and option rights in Comptel by Nokia

Nokia Corporation and Comptel have on 8 February 2017 entered into a transaction agreement under which Nokia, through its wholly owned indirect subsidiary Nokia Solutions and Networks Oy, undertakes to make a voluntary public cash tender offer to purchase all of the issued and outstanding shares and option rights in Comptel that are not owned by Comptel or any of its subsidiaries.

The Board of Directors of Comptel has unanimously decided to recommend that the shareholders and the holders of option rights accept the tender offer. Further, certain of the largest shareholders of Comptel as well as the members of the Board of Directors and the executive management group of Comptel, representing jointly approximately 48.3 percent of the shares and votes in Comptel have subject to certain customary conditions irrevocably undertaken to accept the tender offer.

Share offer price

The price offered for each share validly tendered in the tender offer is EUR 3.04 in cash.

  • The share offer price represents a premium of 51.2 percent compared to the volume-weighted average trading price of the Comptel shares on Nasdaq Helsinki during the 12-month period preceding the date of the announcement of the tender offer
  • The share offer price represents a premium of 28.8 percent to the closing price of Comptel share on 8 February 2017, the last day of trading before the announcement of the tender offer

Offer period

The acceptance period for the tender offer will commence on 27 February, 2017 at 9:30 am (Finnish time) and expire on 29 March 2017 at 4:00 pm (Finnish time), unless the offer period is extended in accordance with the terms and condition of the tender offer.

Subsequent offer period

In order to allow the remaining shareholders and holders of stock options the possibility to still accept the tender offer, the offeror has decided to extend the tender offer by a subsequent offer period in accordance with the terms and conditions of the tender offer. The subsequent offer period will expire on April 19, 2017 at 4:00 pm (Finnish time). The acceptance of the tender offer during the subsequent offer period will be binding and cannot be withdrawn.

Conditions for the tender offer

The obligation of the offeror to complete the tender offer is subject to that the offeror gains control of more than 90% of the outstanding shares. Further, the offer is subject to a number of customary conditions. Please refer to the tender offer document and the marketing brochure for more information regarding the terms and conditions (both files attached below).

Acceptance procedure in short

  • All shareholders should carry out the acceptance of the tender in accordance with instructions provided by their account operators or asset managers
  • If you do not receive any such instructions, you can accept the tender offer at any branch office of Nordea in Finland

Important dates

  • 27 February 2017: Offer period commences
  • 29 March 2017: Offer period expires (unless extended)*
  • 3 April 2017: Announcement of the final result of the tender offer (on or about)
  • 6 April 2017: Payment of the share offer price and option offer price (on or about)
  • 19 April 2017: Subsequent offer period expires
  • 24 April 2017: Announcement of final result of the subsequent offer

*If the offer period is extended in accordance with the terms and conditions of the tender offer, the key dates will be amended accordingly

For more information, see the attached documents:

For further inquiries, please contact your own account operator or asset manager.