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Nokia Siemens Networks to Acquire Certain Wireless Network Infrastructure Assets of Motorola for USD 1.2 Billion
ESPOO, Finland and SCHAUMBURG, Illinois, July 19, 2010--
- Transaction expected to significantly strengthen Nokia Siemens
Networks' presence globally, particularly in the United States and
Japan.
- Nokia Siemens Networks targeting to gain incumbent relationships with
more than 50 operators and strengthen relationships with others.
- Acquisition to enhance position of Nokia Siemens Networks in key
wireless technologies; will give company large global footprint in
CDMA.
- Motorola retains the iDEN business, substantially all the patents
related to its wireless network infrastructure business, and other
selected assets.
- The companies expect to complete closing activities by the end of 2010.
Nokia Siemens Networks and Motorola, Inc. today jointly
announced that the companies have entered into an agreement under which
Nokia Siemens Networks will acquire the majority of Motorola's wireless
network infrastructure assets for USD 1.2 billion in cash. The companies
expect to complete closing activities by the end of 2010, subject to
customary closing conditions including regulatory approvals.
"This is an exciting acquisition that I believe has significant benefits
for customers, employees and our shareholders," said Rajeev Suri, Chief
Executive Officer of Nokia Siemens Networks. "Motorola's current customers
will continue to get world-class support for their installed base and a clear
path for transitioning to next generation technologies while employees will
join an industry leader with global scale and reach. Nokia Siemens Networks
will see the benefits of a deal that is expected to enhance profitability and
cash-flow and to have significant upside potential."
"Motorola is very proud of the operational and financial performance of
our Networks business and its employees, who will now become a valuable
addition to Nokia Siemens Networks. We are excited to have reached this
agreement to combine our Networks team with such an industry leader," said
Greg Brown, Co-CEO of Motorola. "This is great news for our customers, our
investors and our people and will allow us to sharpen our strategic focus on
providing mission and business critical solutions for our government, public
safety, and enterprise customers."
As part of the transaction, Nokia Siemens Networks expects to gain
incumbent relationships with more than 50 operators and to strengthen its
position with China Mobile, Clearwire, KDDI, Sprint, Verizon Wireless and
Vodafone.
"We are pleased to be able to add new relationships with some customers,
and reinforce our position with others," said Suri. "I believe the addition
of Motorola's Networks business will significantly strengthen our worldwide
presence, enhance our scale in the United States, Japan and other priority
regions and reinforce our leadership position in the global wireless sector."
"Verizon views today's announcement as good news for the global wireless
industry," said Richard J. Lynch, Executive Vice President and Chief
Technology Officer of Verizon. "This deal brings together two important
Verizon suppliers; we look forward to our continuing work with Nokia Siemens
Networks."
Nokia Siemens Networks expects that based on revenue, with the addition
of the Motorola wireless network infrastructure business, it will become the
#3 wireless infrastructure vendor in the United States, the #1 foreign
wireless vendor in Japan, and strengthen its current #2 position in the
global infrastructure segment.
Motorola's networks infrastructure business provides products and
services for wireless networks, including GSM, CDMA, WCDMA, WiMAX and LTE.
This business is a market leader in WiMAX, with 41 contracts in 21 countries;
has a strong global footprint in CDMA with 30 active networks in 22
countries; and a robust GSM installed base, with more than 80 active networks
in 66 countries; and excellent traction with LTE early adopters.
"As customers look to transition from CDMA networks to next generation
technologies, the addition of the Motorola wireless network infrastructure
business is targeted to ensure that we are well placed to meet those needs,"
said Bosco Novak, head of Customer Operations at Nokia Siemens Networks.
"Together, we will utilize the combined strength of Nokia Siemens Networks'
TD-LTE solutions and Motorola's WiMAX and LTE businesses, to better meet
customers' evolving technology and business needs."
Approximately 7,500 employees are expected to transfer to Nokia Siemens
Networks from Motorola's wireless network infrastructure business when the
transaction closes, including large research and development sites in the
United States, China and India. Motorola retains the iDEN business,
substantially all the patents related to its wireless network infrastructure
business and other selected assets.
The companies expect to complete closing activities by the end of 2010
and therefore do not expect the transaction to have any impact on Nokia
Siemens Networks' financial performance in 2010.
Nokia Siemens Networks and Motorola also are exploring a global
relationship in the public safety arena. This relationship would combine
Motorola's leadership in providing solutions to public safety organizations
with Nokia Siemens Networks' commercial LTE solutions.
Conference Call and Webcast
Nokia Siemens Networks and Motorola will host a conference call for media
beginning at 10:30 a.m. (U.S. Eastern Time) on Monday, July 19. The
conference call will be webcast live with audio at
http://www.motorola.com/investor.
About Nokia Siemens Networks
Nokia Siemens Networks is a leading global enabler of telecommunications
services. With its focus on innovation and sustainability, the company
provides a complete portfolio of mobile, fixed and converged network
technology, as well as professional services including consultancy and
systems integration, deployment, maintenance and managed services. It is one
of the largest telecommunications hardware, software and professional
services companies in the world. Operating in 150 countries, its headquarters
are in Espoo, Finland. http://www.nokiasiemensnetworks.com
Talk about Nokia Siemens Networks' news at
http://blogs.nokiasiemensnetworks.com and find out if your country is
exploiting the full potential of connectivity at
http://connectivityscorecard.org
About Motorola
Motorola is known around the world for innovation in communications and
is focused on advancing the way the world connects. From broadband
communications infrastructure, enterprise mobility and public safety
solutions to mobile and wireline digital communication devices that provide
compelling experiences, Motorola is leading the next wave of innovations that
enable people, enterprises and governments to be more connected and more
mobile. Motorola (NYSE: MOT) had sales of US $22 billion in 2009. For more
information, please visit http://www.motorola.com.
FORWARD LOOKING STATEMENTS
Nokia (NYSE:NOK)
It should be noted that certain statements herein which are not
historical facts are forward-looking statements, including, without
limitation, those regarding: A) the timing of the deliveries of our products
and services and their combinations; B) our ability to develop, implement
and commercialize new technologies, products and services and their
combinations; C) expectations regarding market developments and structural
changes; D) expectations and targets regarding our industry volumes, market
share, prices, net sales and margins of products and services and their
combinations; E) expectations and targets regarding our operational
priorities and results of operations; F) the outcome of pending and
threatened litigation; G) expectations regarding the successful completion of
acquisitions or restructurings on a timely basis and our ability to achieve
the financial and operational targets set in connection with any such
acquisition or restructuring; and H) statements preceded by "believe,"
"expect," "anticipate," "foresee," "target," "estimate," "designed," "plans,"
"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 that
could cause these differences include, but are not limited to: 1) the
competitiveness and quality of our portfolio of products and services and
their combinations; 2) our ability to timely and successfully develop or
otherwise acquire the appropriate technologies and commercialize them as new
advanced products and services and their combinations, including our ability
to attract application developers and content providers to develop
applications and provide content for use in our devices; 3) our ability to
effectively, timely and profitably adapt our business and operations to the
requirements of the converged mobile device market and the services market;
4) the intensity of competition in the various markets where we do business
and our ability to maintain or improve our market position or respond
successfully to changes in the competitive environment; 5) the occurrence of
any actual or even alleged defects or other quality, safety or security
issues in our products and services and their combinations; 6) the
development of the mobile and fixed communications industry and general
economic conditions globally and regionally; 7) our ability to successfully
manage costs; 8) exchange rate fluctuations, including, in particular,
fluctuations between the euro, which is our reporting currency, and the US
dollar, the Japanese yen and the Chinese yuan, as well as certain other
currencies; 9) the success, financial condition and performance of our
suppliers, collaboration partners and customers; 10) our ability to source
sufficient amounts of fully functional components, sub-assemblies, software,
applications and content without interruption and at acceptable prices and
quality; 11) our success in collaboration arrangements with third parties
relating to the development of new technologies, products and services,
including applications and content; 12) 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 services and their
combinations; 13) our ability to manage our inventory and timely adapt our
supply to meet changing demands for our products; 14) 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 services and their combinations; 15) our
ability to protect numerous Nokia, NAVTEQ and Nokia Siemens Networks
patented, standardized or proprietary technologies from third-party
infringement or actions to invalidate the intellectual property rights of
these technologies; 16) the impact of changes in government policies, trade
policies, laws or regulations and economic or political turmoil in countries
where our assets are located and we do business; 17) any disruption to
information technology systems and networks that our operations rely on; 18)
our ability to retain, motivate, develop and recruit appropriately skilled
employees; 19) unfavorable outcome of litigations; 20) allegations of
possible health risks from electromagnetic fields generated by base stations
and mobile devices and lawsuits related to them, regardless of merit; 21) our
ability to achieve targeted costs reductions and increase profitability in
Nokia Siemens Networks and to effectively and timely execute related
restructuring measures; 22) developments under large, multi-year contracts or
in relation to major customers in the networks infrastructure and related
services business; 23) the management of our customer financing exposure,
particularly in the networks infrastructure and related services business;
24) whether ongoing or any additional governmental investigations into
alleged violations of law by some former employees of Siemens AG ("Siemens")
may involve and affect the carrier-related assets and employees transferred
by Siemens to Nokia Siemens Networks; 25) any impairment of Nokia Siemens
Networks customer relationships resulting from ongoing or any additional
governmental investigations involving the Siemens carrier-related operations
transferred to Nokia Siemens Networks; as well as the risk factors specified
on pages 11-32 of Nokia's annual report Form 20-F for the year ended December
31, 2009 under Item 3D. "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 publicly update or
revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.
Motorola
This press release contains "forward-looking statements" within the
meaning of applicable federal securities laws. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and generally include words such as "believes",
"expects", "intends", "anticipates", "estimates", and similar expressions.
We can give no assurance that any future results or events discussed in
these statements will be achieved. Any forward-looking statements represent
our views only as of today and should not be relied upon as representing our
views as of any subsequent date. Readers are cautioned that such
forward-looking statements are subject to a variety of risks and
uncertainties that could cause our actual results to differ materially
from the statements contained in this release. Many of these risks and
uncertainties cannot be controlled by Motorola and include, but are not
limited to: (1) the satisfaction of the conditions to closing, including
(a) receipt of regulatory approvals, and (b) the absence of a
material adverse effect on the assets being sold by Motorola under the
proposed transaction; (2) Nokia Siemens Networks and Motorola having the
ability to consummate the transaction; (3) the impact on Motorola's
performance and financial results deriving from the benefits from this
transaction; and (4) the expected timeline for completing the transaction. A
detailed description of other risks and uncertainties affecting Motorola, is
contained in Item 1A of Motorola's 2009 Annual Report on Form 10-K and in its
other filings with the Securities and Exchange Commission (SEC). These
filings are available for free on the SEC's website at http://www.sec.gov
and on Motorola's website at http://www.motorola.com. Motorola undertakes no
obligation to publicly update any forward-looking statement or risk factor,
whether as a result of new information, future events or otherwise.
Source: Nokia Corporation
Media Inquiries: Nokia Siemens Networks: Ben Hunt, Communications, Phone: +44-7508-002382; Motorola: Jennifer Erickson, Communications, Phone: +1-847-435-5320
Nokia Siemens Networks to Acquire Certain Wireless Network Infrastructure Assets of Motorola for USD 1.2 Billion
ESPOO, Finland and SCHAUMBURG, Illinois, July 19, 2010--
- Transaction expected to significantly strengthen Nokia Siemens
Networks' presence globally, particularly in the United States and
Japan.
- Nokia Siemens Networks targeting to gain incumbent relationships with
more than 50 operators and strengthen relationships with others.
- Acquisition to enhance position of Nokia Siemens Networks in key
wireless technologies; will give company large global footprint in
CDMA.
- Motorola retains the iDEN business, substantially all the patents
related to its wireless network infrastructure business, and other
selected assets.
- The companies expect to complete closing activities by the end of 2010.
Nokia Siemens Networks and Motorola, Inc. today jointly
announced that the companies have entered into an agreement under which
Nokia Siemens Networks will acquire the majority of Motorola's wireless
network infrastructure assets for USD 1.2 billion in cash. The companies
expect to complete closing activities by the end of 2010, subject to
customary closing conditions including regulatory approvals.
"This is an exciting acquisition that I believe has significant benefits
for customers, employees and our shareholders," said Rajeev Suri, Chief
Executive Officer of Nokia Siemens Networks. "Motorola's current customers
will continue to get world-class support for their installed base and a clear
path for transitioning to next generation technologies while employees will
join an industry leader with global scale and reach. Nokia Siemens Networks
will see the benefits of a deal that is expected to enhance profitability and
cash-flow and to have significant upside potential."
"Motorola is very proud of the operational and financial performance of
our Networks business and its employees, who will now become a valuable
addition to Nokia Siemens Networks. We are excited to have reached this
agreement to combine our Networks team with such an industry leader," said
Greg Brown, Co-CEO of Motorola. "This is great news for our customers, our
investors and our people and will allow us to sharpen our strategic focus on
providing mission and business critical solutions for our government, public
safety, and enterprise customers."
As part of the transaction, Nokia Siemens Networks expects to gain
incumbent relationships with more than 50 operators and to strengthen its
position with China Mobile, Clearwire, KDDI, Sprint, Verizon Wireless and
Vodafone.
"We are pleased to be able to add new relationships with some customers,
and reinforce our position with others," said Suri. "I believe the addition
of Motorola's Networks business will significantly strengthen our worldwide
presence, enhance our scale in the United States, Japan and other priority
regions and reinforce our leadership position in the global wireless sector."
"Verizon views today's announcement as good news for the global wireless
industry," said Richard J. Lynch, Executive Vice President and Chief
Technology Officer of Verizon. "This deal brings together two important
Verizon suppliers; we look forward to our continuing work with Nokia Siemens
Networks."
Nokia Siemens Networks expects that based on revenue, with the addition
of the Motorola wireless network infrastructure business, it will become the
#3 wireless infrastructure vendor in the United States, the #1 foreign
wireless vendor in Japan, and strengthen its current #2 position in the
global infrastructure segment.
Motorola's networks infrastructure business provides products and
services for wireless networks, including GSM, CDMA, WCDMA, WiMAX and LTE.
This business is a market leader in WiMAX, with 41 contracts in 21 countries;
has a strong global footprint in CDMA with 30 active networks in 22
countries; and a robust GSM installed base, with more than 80 active networks
in 66 countries; and excellent traction with LTE early adopters.
"As customers look to transition from CDMA networks to next generation
technologies, the addition of the Motorola wireless network infrastructure
business is targeted to ensure that we are well placed to meet those needs,"
said Bosco Novak, head of Customer Operations at Nokia Siemens Networks.
"Together, we will utilize the combined strength of Nokia Siemens Networks'
TD-LTE solutions and Motorola's WiMAX and LTE businesses, to better meet
customers' evolving technology and business needs."
Approximately 7,500 employees are expected to transfer to Nokia Siemens
Networks from Motorola's wireless network infrastructure business when the
transaction closes, including large research and development sites in the
United States, China and India. Motorola retains the iDEN business,
substantially all the patents related to its wireless network infrastructure
business and other selected assets.
The companies expect to complete closing activities by the end of 2010
and therefore do not expect the transaction to have any impact on Nokia
Siemens Networks' financial performance in 2010.
Nokia Siemens Networks and Motorola also are exploring a global
relationship in the public safety arena. This relationship would combine
Motorola's leadership in providing solutions to public safety organizations
with Nokia Siemens Networks' commercial LTE solutions.
Conference Call and Webcast
Nokia Siemens Networks and Motorola will host a conference call for media
beginning at 10:30 a.m. (U.S. Eastern Time) on Monday, July 19. The
conference call will be webcast live with audio at
http://www.motorola.com/investor.
About Nokia Siemens Networks
Nokia Siemens Networks is a leading global enabler of telecommunications
services. With its focus on innovation and sustainability, the company
provides a complete portfolio of mobile, fixed and converged network
technology, as well as professional services including consultancy and
systems integration, deployment, maintenance and managed services. It is one
of the largest telecommunications hardware, software and professional
services companies in the world. Operating in 150 countries, its headquarters
are in Espoo, Finland. http://www.nokiasiemensnetworks.com
Talk about Nokia Siemens Networks' news at
http://blogs.nokiasiemensnetworks.com and find out if your country is
exploiting the full potential of connectivity at
http://connectivityscorecard.org
About Motorola
Motorola is known around the world for innovation in communications and
is focused on advancing the way the world connects. From broadband
communications infrastructure, enterprise mobility and public safety
solutions to mobile and wireline digital communication devices that provide
compelling experiences, Motorola is leading the next wave of innovations that
enable people, enterprises and governments to be more connected and more
mobile. Motorola (NYSE: MOT) had sales of US $22 billion in 2009. For more
information, please visit http://www.motorola.com.
FORWARD LOOKING STATEMENTS
Nokia (NYSE:NOK)
It should be noted that certain statements herein which are not
historical facts are forward-looking statements, including, without
limitation, those regarding: A) the timing of the deliveries of our products
and services and their combinations; B) our ability to develop, implement
and commercialize new technologies, products and services and their
combinations; C) expectations regarding market developments and structural
changes; D) expectations and targets regarding our industry volumes, market
share, prices, net sales and margins of products and services and their
combinations; E) expectations and targets regarding our operational
priorities and results of operations; F) the outcome of pending and
threatened litigation; G) expectations regarding the successful completion of
acquisitions or restructurings on a timely basis and our ability to achieve
the financial and operational targets set in connection with any such
acquisition or restructuring; and H) statements preceded by "believe,"
"expect," "anticipate," "foresee," "target," "estimate," "designed," "plans,"
"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 that
could cause these differences include, but are not limited to: 1) the
competitiveness and quality of our portfolio of products and services and
their combinations; 2) our ability to timely and successfully develop or
otherwise acquire the appropriate technologies and commercialize them as new
advanced products and services and their combinations, including our ability
to attract application developers and content providers to develop
applications and provide content for use in our devices; 3) our ability to
effectively, timely and profitably adapt our business and operations to the
requirements of the converged mobile device market and the services market;
4) the intensity of competition in the various markets where we do business
and our ability to maintain or improve our market position or respond
successfully to changes in the competitive environment; 5) the occurrence of
any actual or even alleged defects or other quality, safety or security
issues in our products and services and their combinations; 6) the
development of the mobile and fixed communications industry and general
economic conditions globally and regionally; 7) our ability to successfully
manage costs; 8) exchange rate fluctuations, including, in particular,
fluctuations between the euro, which is our reporting currency, and the US
dollar, the Japanese yen and the Chinese yuan, as well as certain other
currencies; 9) the success, financial condition and performance of our
suppliers, collaboration partners and customers; 10) our ability to source
sufficient amounts of fully functional components, sub-assemblies, software,
applications and content without interruption and at acceptable prices and
quality; 11) our success in collaboration arrangements with third parties
relating to the development of new technologies, products and services,
including applications and content; 12) 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 services and their
combinations; 13) our ability to manage our inventory and timely adapt our
supply to meet changing demands for our products; 14) 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 services and their combinations; 15) our
ability to protect numerous Nokia, NAVTEQ and Nokia Siemens Networks
patented, standardized or proprietary technologies from third-party
infringement or actions to invalidate the intellectual property rights of
these technologies; 16) the impact of changes in government policies, trade
policies, laws or regulations and economic or political turmoil in countries
where our assets are located and we do business; 17) any disruption to
information technology systems and networks that our operations rely on; 18)
our ability to retain, motivate, develop and recruit appropriately skilled
employees; 19) unfavorable outcome of litigations; 20) allegations of
possible health risks from electromagnetic fields generated by base stations
and mobile devices and lawsuits related to them, regardless of merit; 21) our
ability to achieve targeted costs reductions and increase profitability in
Nokia Siemens Networks and to effectively and timely execute related
restructuring measures; 22) developments under large, multi-year contracts or
in relation to major customers in the networks infrastructure and related
services business; 23) the management of our customer financing exposure,
particularly in the networks infrastructure and related services business;
24) whether ongoing or any additional governmental investigations into
alleged violations of law by some former employees of Siemens AG ("Siemens")
may involve and affect the carrier-related assets and employees transferred
by Siemens to Nokia Siemens Networks; 25) any impairment of Nokia Siemens
Networks customer relationships resulting from ongoing or any additional
governmental investigations involving the Siemens carrier-related operations
transferred to Nokia Siemens Networks; as well as the risk factors specified
on pages 11-32 of Nokia's annual report Form 20-F for the year ended December
31, 2009 under Item 3D. "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 publicly update or
revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.
Motorola
This press release contains "forward-looking statements" within the
meaning of applicable federal securities laws. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and generally include words such as "believes",
"expects", "intends", "anticipates", "estimates", and similar expressions.
We can give no assurance that any future results or events discussed in
these statements will be achieved. Any forward-looking statements represent
our views only as of today and should not be relied upon as representing our
views as of any subsequent date. Readers are cautioned that such
forward-looking statements are subject to a variety of risks and
uncertainties that could cause our actual results to differ materially
from the statements contained in this release. Many of these risks and
uncertainties cannot be controlled by Motorola and include, but are not
limited to: (1) the satisfaction of the conditions to closing, including
(a) receipt of regulatory approvals, and (b) the absence of a
material adverse effect on the assets being sold by Motorola under the
proposed transaction; (2) Nokia Siemens Networks and Motorola having the
ability to consummate the transaction; (3) the impact on Motorola's
performance and financial results deriving from the benefits from this
transaction; and (4) the expected timeline for completing the transaction. A
detailed description of other risks and uncertainties affecting Motorola, is
contained in Item 1A of Motorola's 2009 Annual Report on Form 10-K and in its
other filings with the Securities and Exchange Commission (SEC). These
filings are available for free on the SEC's website at http://www.sec.gov
and on Motorola's website at http://www.motorola.com. Motorola undertakes no
obligation to publicly update any forward-looking statement or risk factor,
whether as a result of new information, future events or otherwise.
Source: Nokia Corporation
Media Inquiries: Nokia Siemens Networks: Ben Hunt, Communications, Phone: +44-7508-002382; Motorola: Jennifer Erickson, Communications, Phone: +1-847-435-5320