Tender offer documents
Proposed cash offer (the “Tender Offer”) for Comptel Corporation by Nokia Corporation (“Nokia”)
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT A RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED TO AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY NOKIA RELATING TO THE TENDER OFFER (THE “TENDER OFFER MATERIALS”). THE TENDER OFFER MATERIALS ARE BEING MADE AVAILABLE FOR INFORMATION PURPOSES ONLY AND THEIR AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to information
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Tender Offer. You must read this notice carefully.
To be able to access the Tender Offer Materials, you must read the following information and agree to be bound by the following terms and conditions, including any modifications to them from time to time, by selecting “I agree”. If you select “I disagree”, you will not be able to access the Tender Offer Materials.
Subject to the terms and conditions below, the Tender Offer Materials are being made available by Nokia for information purposes only. The Tender Offer Materials made available on this website do not constitute an offer to purchase or a solicitation of offers to sell shares or other securities in Comptel Corporation. Furthermore, they do not constitute a recommendation by Nokia Corporation, Nokia Solutions and Networks Oy or any other party to sell shares or other securities in Comptel Corporation.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LAWS OR REGULATIONS
Restricted persons and jurisdictions
The Tender Offer is not being made, and the shares or the option rights will not be accepted for purchase from or on behalf of persons, directly or indirectly in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority or that any other measures are taken in addition to those required under Finnish law. The Tender Offer Materials included in this part of the website are not and may not be distributed, forwarded or transmitted into or from any jurisdiction where the making or acceptance of the Tender Offer would not be in compliance with the securities or other laws or regulations of such jurisdiction by any means including, without limitation, mail, facsimile transmission, e-mail, telephone or internet. In particular, the Tender Offer is not being made in and the Tender Offer Materials must under no circumstances be distributed into the United States, Canada, Japan, Australia, South Africa or Hong Kong or any other jurisdiction where prohibited by applicable law.
The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission), of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and no tender may be made by any such use, means, instrumentality or facility from or within the United States, or to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), or by persons located or resident in the United States. Accordingly, copies of the Tender Offer Materials and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed, forwarded or sent (including, without limitation, by custodians, nominees or trustees) in or into the United States, or to persons located or resident in the United States. Persons receiving the Tender Offer Materials (including, without limitation, custodians, nominees, trustees or agents) must not distribute, forward, mail, transmit or send it or any related documents in, into or from the United States or use any of such means, instrumentality or facility in connection with the Tender Offer Materials. Any purported tender resulting directly or indirectly from a violation of these restrictions will be invalid and tenders made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non‑discretionary basis for a principal located or resident in the United States will be invalid and will not be accepted. For the purposes of this notice, “the United States” means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
The Tender Offer Materials and any other documents or materials relating to the Tender Offer are not being made, and such documents and/or materials have not been approved by, an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom. Accordingly, the Tender Offer Materials and any other documents or materials relating to the Tender Offer are not being distributed to, and must not be passed on to, the general public in the United Kingdom or in any other jurisdiction where prohibited by applicable law.
The Tender Offer Materials (and any other document or materials relating to the Tender Offer) are for distribution 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"). The Tender Offer and the Tender Offer Materials are directed only at Relevant persons and must not be acted on or relied on by persons who are not Relevant persons.
In the United Kingdom, any investment or investment activity to which the Tender Offer, Tender Offer Materials and any other documents or materials relating to the Tender Offer relates is available only to Relevant persons in the United Kingdom, and will only be engaged with Relevant persons.
If you are not permitted to access the Tender Offer Materials presented on this part of the website, or if accessing such information would result in a breach of the laws of your jurisdiction, or if you are in any doubt as to whether you are permitted to access the Tender Offer Materials, please exit this page by clicking on the “I disagree” button below.
Confirmation of understanding and acceptance of disclaimer
- I have read and understood the restrictions set out above.
- I hereby represent and warrant that I am not (nor do I act on behalf of someone who is) a resident of the United States, Canada, Japan, Australia, South Africa or Hong Kong or of any other jurisdiction in which the distribution of the Tender Offer Materials or the making or acceptance of the Tender Offer would not be made in compliance with the laws of such jurisdiction.
- I agree that I will not forward, transfer or distribute (by any means, including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable laws or regulations.
- I acknowledge and agree that all information concerning Comptel Corporation presented in the Tender Offer Materials has been extracted from, and has been provided exclusively based upon, publicly available information, and consequently neither Nokia Corporation or Nokia Solutions and Networks Oy shall have any responsibility for such information, except for the accurate restatement of such information therein.
- I agree to be bound by the terms of the notice set out above and I confirm that I am permitted to proceed to this part of this website.