Nokia Corporation
29 August 2001
NOKIA STOCK EXCHANGE RELEASE August 29, 2001
Nokia completes acquisition of Amber Networks
through issuance and transfer of Nokia shares
On July 25, 2001, Nokia announced its intention to acquire Amber
Networks, a Fremont CA based privately held networking
infrastructure company. The transaction was subject to customary
closing conditions, and today Nokia announced the completion of
this acquisition as well as issuance of new shares and transfer of
Nokia shares held by Nokia.
The Board of Directors of Nokia Corporation has resolved to
increase the share capital of the Company by EUR 1,099,752.72,
consisting of 18,329,212 new shares, and to transfer a total of
2,532,000 Nokia shares held by Nokia Corporation. Each share has a
par value of EUR 0.06. Both the newly issued shares and the
treasury shares are offered for the subscription by the
stockholders of Amber Networks, and they are payable with the
common stock issued by Amber Networks. The subscription price for
the new shares and the treasury shares is EUR 20.7710 per share,
and the subscription period is August 30, 2001. The subscriptions
shall be paid no later than August 30, 2001. The shares are used
to finance acquisition of Amber Networks, which purpose
constitutes important financial grounds to deviate from the
shareholders' pre-emptive rights to subscribe for shares issued by
Nokia. The increase of the share capital and the transfer of
treasury shares were resolved on the basis of the authorizations
given to the Board of Directors by the Annual General Meeting on
March 21, 2001.
The total net acquisition price is USD 421 million payable in
Nokia shares and Nokia stock options. The issuance of the stock
options will not result in an increase of the share capital or the
total number of shares.
Amber Networks was founded in 1998, and is known as the developer
of the first fault-tolerant routing platform. It will be
integrated with the Network Platforms business area of Nokia
Networks.
Nokia is the world leader in mobile communications. Backed by its
experience, innovation, user-friendliness and secure solutions,
the company has become the leading supplier of mobile phones and a
leading supplier of mobile, fixed and IP networks. By adding
mobility to the Internet Nokia creates new opportunities for
companies and further enriches the daily lives of people. Nokia is
a broadly held company with listings on six major exchanges.
Further information:
Nokia
Corporate Communications
Tel. +358 7180 34459
Fax +358 7180 38226
Email communications.corporate@nokia.com
www.nokia.com
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