Visionary move embraces openness and accelerates innovation
Espoo, Finland - Nokia today announced it has launched a cash offer to acquire all of the shares of Symbian Limited that Nokia does not already own, at a price of EUR 3.647 per share. The net cash outlay from Nokia to purchase the approximately 52% of Symbian Limited shares it does not already own will be approximately EUR 264 million.
Nokia has received irrevocable undertakings from Sony Ericsson Mobile Communications AB, Telefonaktiebolaget LM Ericsson (publ), Panasonic Mobile Communications Co. Ltd. and Siemens International Holding BV to accept the offer, representing approximately 91% of the Symbian shares subject to the offer. Nokia also expects Samsung Electronics Co. Ltd. to accept the offer.
The acquisition is a fundamental step in the establishment of the Symbian Foundation, announced today by Nokia, together with AT&T, LG Electronics, Motorola, NTT DOCOMO, Samsung, Sony Ericsson, STMicroelectronics, Texas Instruments and Vodafone. More information about the planned foundation can be found at www.symbianfoundation.org.
"This is a significant milestone in our software strategy" said Olli-Pekka Kallasvuo, CEO of Nokia. "Symbian is already the leading open platform for mobile devices. Through this acquisition and the establishment of the Symbian Foundation, it will undisputedly be the most attractive platform for mobile innovation. This will drive the development of new and compelling, web-enabled applications to delight a new generation of consumers."
"The wide support for this initiative, uniting the industry around the Symbian platform, reflects the strong gravitational pull it has for application developers and other ecosystem players. We will drive efficient, open innovation by unifying the platform and simplifying the software supply chain, leveraging our experience from mobile devices. Nokia is strongly positioned to realize the benefits of open innovation, as well as accelerating time to market, enabling us to meet and exceed consumer expectations for leading converged devices and experiences", Kallasvuo continued.
Symbian Limited is the software company that develops and licenses Symbian OS, the market-leading open operating system for mobile devices. User interfaces designed for Symbian OS include S60 from Nokia, MOAP (S) for the 3G network and UIQ, designed by UIQ Technology, a joint venture between Motorola and Sony Ericsson. A privately-owned company established in 1998, Symbian has its headquarters in London, UK and other offices in the United Kingdom, United States and Asia (Bangalore, Beijing, Seoul and Tokyo).
"Ten years ago, Symbian was established by far sighted players to offer an advanced open operating system and software skills to the whole mobile industry", said Nigel Clifford, CEO of Symbian. "Our vision is to become the most widely used software platform on the planet and indeed today Symbian OS leads its market by any measure. Today's announcement is a bold new step to achieve that vision by embracing a complete and proven platform, offered in an open way, designed to stimulate innovation, which is at the heart of everything we do."
Mobile devices based on Symbian OS account for 60% of the converged mobile device segment (source: Canalys, 12 months to Q1 2008). Symbian OS represented approximately 7% of all mobile device sales in 2007, up from 5% in 2006 (source: Strategy Analytics). To date, more than 200 million Symbian OS based phones have been shipped, over 235 models, from 8 vendors and on more than 250 mobile networks around the world. More than 4 million developers are engaged in producing applications for Symbian devices.
Nokia expects the acquisition to be completed during the fourth quarter of 2008 and is subject to regulatory approval and customary closing conditions. On a reported basis, Nokia expects the transaction to be dilutive in 2009, approximately breakeven in 2010, and accretive in 2011. On a cash basis, Nokia expects the transaction to be dilutive in 2009 and accretive in 2010 and 2011. After the closing, all Symbian employees will become Nokia employees.
Note to Editors:
A press conference will be webcast live from London today at 11:00 UK time and will be available for replay later. To see the web cast, please visit www.nokia.com/press or www.symbianfoundation.org
Further information about the Symbian Foundation is available at www.symbianfoundation.org.
Nokia is the world leader in mobility, driving the transformation and growth of the converging Internet and communications industries. We make a wide range of mobile devices with services and software that enable people to experience music, navigation, video, television, imaging, games, business mobility and more. Developing and growing our offering of consumer Internet services, as well as our enterprise solutions and software, is a key area of focus. We also provide equipment, solutions and services for communications networks through Nokia Siemens Networks.
Symbian is a software licensing company that develops and licenses Symbian OS, the market-leading open operating system for mobile phones. Symbian licenses Symbian OS to the world's leading handset manufacturers and has built close co-operative business relationships with leading companies across the mobile industry. During Q1 2008, 18.5 million Symbian mobile phones were sold worldwide to over 250 major network operators, bringing the total number of units shipped up to 31 March 2008 to 206 million. Symbian has its headquarters in London, United Kingdom, with offices in the United States, United Kingdom, Asia (India, P.R. China, and Korea) and Japan. For more information, please visit www.symbian.com.
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 the successful completion of contemplated acquisitions on a timely basis and our ability to achieve the 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. 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Factors that could cause these differences include, but are not limited to: 1) competitiveness of our product, service and solutions portfolio; 2) the extent of the growth of the mobile communications industry and general economic conditions globally; 3) the growth and profitability of the new market segments that we target and our ability to successfully develop or acquire and market products, services and solutions in those segments; 4) our ability to successfully manage costs; 5) the intensity of competition in the mobile communications industry and our ability to maintain or improve our market position or respond successfully to changes in the competitive landscape; 6) 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; 7) timely and successful commercialization of complex technologies as new advanced products, services and solutions; 8) 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, services and solution offerings; 9) our ability to protect numerous Nokia and Nokia Siemens Networks patented, standardized or proprietary technologies from third-party infringement or actions to invalidate the intellectual property rights of these technologies; 10) Nokia Siemens Networks' ability to achieve the expected benefits and synergies from its formation to the extent and within the time period anticipated and to successfully integrate its operations, personnel and supporting activities; 11) whether, as a result of investigations into alleged violations of law by some current or former employees of Siemens AG ("Siemens"), government authorities or others take further 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 have occurred after the transfer, of such assets and employees that could result in additional actions by government authorities; 12) 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; 13) occurrence of any actual or even alleged defects or other quality issues in our products, services and solutions; 14) our ability to manage efficiently our manufacturing and logistics, as well as to ensure the quality, safety, security and timely delivery of our products, services and solutions; 15) inventory management risks resulting from shifts in market demand; 16) our ability to source sufficient amounts of fully functional components and sub-assemblies without interruption and at acceptable prices; 17) any disruption to information technology systems and networks that our operations rely on; 18) developments under large, multi-year contracts or in relation to major customers; 19) 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, services and solutions; 21) the success, financial condition and performance of our collaboration partners, suppliers and customers; 22) 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; 23) the management of our customer financing exposure; 24) allegations of possible health risks from electromagnetic fields generated by base stations and mobile devices and lawsuits related to them, regardless of merit; 25) unfavorable outcome of litigations; 26) our ability to recruit, retain and develop appropriately skilled employees; 27) the impact of changes in government policies, laws or regulations; and 28) our ability to effectively and smoothly implement our new organizational structure; as well as the risk factors specified on pages 10-25 of Nokia's annual report on Form 20-F for the year ended December 31, 2007 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.
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Symbian and all Symbian based trademarks and logos are trademarks of Symbian Software Limited. The operation of the proposed Symbian Foundation remains subject to regulatory approvals. Until such approvals are obtained, and the Symbian Foundation has become fully operational, Symbian Software Limited retains exclusive responsibility for all licensing and marketing activities related to Symbian OS.
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