Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ComTel SpA M&A Activity 2017

Mar 10, 2017

9984_rns_2017-03-10_d22ae207-72bf-49b4-8957-23fe2fee9253.html

M&A Activity

Open in viewer

Opens in your device viewer

Comptel Corporation: Nokia Solutions and Networks has announced that is has supplemented the tender offer document relating to the tender offer for all shares and option rights issued by Comptel

Comptel Corporation: Nokia Solutions and Networks has announced that is has supplemented the tender offer document relating to the tender offer for all shares and option rights issued by Comptel

Nokia Solutions and Networks has announced that is has supplemented the tender
offer document relating to the tender offer for all shares and option rights
issued by Comptel

Comptel Corporation
Stock Exchange Release
March 10, 2017 at 3.15 PM EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY 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.

As announced on 23 February 2017, Nokia Solutions and Networks Oy (the
"Offeror"), a wholly-owned indirect subsidiary of Nokia Corporation, has on 27
February 2017 commenced a voluntary public cash tender offer to purchase all of
the shares and option rights issued by Comptel Corporation ("Comptel") that are
not owned by Comptel or any of its subsidiaries.

Comptel published its audited financial statements and annual report for the
financial year ended 31 December 2016 ("2016 Financial Statements") on 10 March
2017. As set forth in the supplement to the tender offer document published by
the Offeror, attached as Annex 1 of this release, the Offeror supplements the
tender offer document with the 2016 Financial Statements, which is attached as
Annex 2 to this release and included as Annex F in the tender offer document.

The tender offer document, together with the supplement, is available in Finnish
at the branch offices of Nordea Bank AB (publ), Finnish Branch, at Nasdaq
Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland, and at the Offeror's
headquarters at Karaportti 3, FI-02610 Espoo, Finland, and the electronic
version of the tender offer document is available in Finnish online at
www.nordea.fi/osakkeet, www.comptel.com/nokia-tender-offer and
www.nokia.com/fi_fi/sijoittajat/yritysostot-ja-myynnit, and in English online at
www.nordea.fi/equities, www.comptel.com/nokia-tender-offer and
www.nokia.com/en_int/investors/acquisitions-divestments.

Annex 1: Supplement to the tender offer document
Annex 2: 2016 Financial Statements of Comptel Corporation

Further information:

Comptel
Tom Jansson
Chief Financial Officer
tel. +358 40 700 1849
[email protected]

ABOUT COMPTEL

Life is digital moments. Comptel perfects these by transforming how you serve,
meet and respond to the needs of "Generation Cloud" customers.

Our solutions allow you to innovate rich communications services instantly,
master the orchestration of service and order flows, capture data-in-motion and
refine your decision-making. We apply intelligence to reduce friction in your
business.

Comptel has enabled the delivery of digital and communications services to more
than 2 billion people. Every day, we care for more than 20% of all mobile usage
data. Nearly 300 service providers across 90 countries have trusted us to
perfect customers' digital moments.
For more information, visit www.comptel.com.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY 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.

Forward-Looking Statements

This stock exchange release contains statements that, to the extent they are not
historical facts, constitute "forward looking statements''. Forward looking
statements include statements concerning our plans, expectations, projections,
objectives, targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions relating
to acquisitions, our competitive strengths and weaknesses, plans or goals
relating to financial position, future operations and development, our business
strategy and the trends we anticipate in the industries and the political and
legal environment in which we operate and other information that is not
historical information. In some instances, they can be identified by the use of
forward-looking terminology, including the terms "believes", "intends", "may",
"will" or "should" or, in each case, their negative or variations on comparable
terminology. By their very nature, forward looking statements involve inherent
risks, uncertainties and assumptions, both general and specific, and risks exist
that the predictions, forecasts, projections and other forward looking
statements will not be achieved. Given these risks, uncertainties and
assumptions, investors are cautioned not to place undue reliance on such forward
looking statements. Any forward looking statements contained herein speak only
as at the date of this stock exchange release.

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY 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
OFFER 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, AUSTRALIA, 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.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE
ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG.

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 ASSOCIATIONS ETC.") OF THE FINANCIAL PROMOTION ORDER, (III) ARE
PERSONS FALLING WITHIN ARTICLE 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 REFERRED 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 INVESTMENT 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.

[]

Attachments: