SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a -16 or 15d -16 of
the Securities Exchange Act of 1934
Report on Form 6-K dated February 1, 2012
(Commission File No. 1-13202)
Nokia Corporation
Keilalahdentie 4
02150 Espoo
Finland
(Name and address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F: x |
| Form 40-F: o |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes: o |
| No: x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes: o |
| No: x |
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes: o |
| No: x |
Enclosures:
Nokia stock exchange releases dated January 25, 2012: De’ Longhi to acquire Nokia facility in Romania
Nokia Siemens Networks press release dated January 26, 2012: Nokia Siemens Networks renews syndicated loan facility
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| PRESS RELEASE |
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| January 25,.2012 |
De’ Longhi to acquire Nokia facility in Romania
Espoo, Finland and Treviso, Italy — Nokia Corporation, a global leader in mobile communications, and De’ Longhi SpA, a global leader in household appliances, today announced that they have agreed terms for De’ Longhi to acquire Nokia’s production facility in Cluj, Romania, subject to approvals by the relevant authorities.
The transaction is expected to be finalized during the first quarter of 2012 and the parties have agreed to keep the terms confidential.
De’ Longhi plans to make the facility a key part of its development strategy, aimed at supporting its fast-growing international presence. The facility will also enable De’ Longhi to adapt and diversify its production network so as to partly rebalance its manufacturing structure from the Far East to Europe, where De’ Longhi already operates a plant in Italy.
After announcing its plans in September 2011 to end manufacturing in Cluj and focus feature phone production in locations closest to suppliers and key markets, Nokia has been active in seeking potential buyers for the facility in close consultation with the relevant authorities in Romania.
Robert Andersson, senior vice president at Nokia, who led the discussions, said: “As we assessed the interest in our facility, Nokia was determined to find a major investor with clear plans for growth and committed to creating jobs here in the immediate future. De’ Longhi was the ideal candidate in both respects and we are really pleased to have been able to secure the future of the facility so quickly.”
Since ending production in Cluj in November 2011, Nokia has continued to support impacted employees with a number of proactive measures, including financial support and assistance with retraining and job search.
About Nokia
Nokia is a global leader in mobile communications whose products have become an integral part of the lives of people around the world. Every day, more than 1.3 billion people use their Nokia to capture and share experiences, access information, find their way or simply to speak to one another. Nokia’s technological and design innovations have made its brand one of the most recognized in the world. For more information, visit http://www.nokia.com/about-nokia
About De’ Longhi
De’ Longhi is a leading global player in the household appliances business, notably in coffee machines, kitchen products, home care and comfort. The group has a turnover of around EUR 1.4 billion and is listed on the Milan Stock Exchange. Its distinctive brands (De’ Longhi and Kenwood) are renowned worldwide as an icon of quality, design and innovation; its products are conceived to make everyday life a better experience.
For more information: http://www.delonghi.com
FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein which are not historical facts are forward-looking statements, including, without limitation, those regarding: A) the expected plans and benefits of our strategic partnership with Microsoft to combine complementary assets and expertise to form a global mobile ecosystem and to adopt Windows Phone as our primary smartphone platform; B) the timing and expected benefits of our new strategy, including expected operational and financial benefits and targets as well as changes in leadership and operational structure; C) the timing of the deliveries of our products and services; D) our ability to innovate, develop, execute and commercialize new technologies, products and services; E) expectations regarding market developments and structural changes; F) expectations and targets regarding our industry volumes, market share, prices, net sales and margins of products and services; G) expectations and targets regarding our operational priorities and results of operations; H) expectations and targets regarding collaboration and partnering arrangements; I) the outcome of pending and threatened litigation; J) 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 K) 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) our ability to succeed in creating a competitive smartphone platform for high-quality differentiated winning smartphones or in creating new sources of revenue through our partnership with Microsoft; 2) the expected timing of the planned transition to Windows Phone as our primary smartphone platform and the introduction of mobile products based on that platform; 3) our ability to maintain the viability of our current Symbian smartphone platform during the transition to Windows Phone as our primary smartphone platform; 4) our ability to realize a return on our investment in MeeGo and next generation devices, platforms and user experiences; 5) our ability to build a competitive and profitable global ecosystem of sufficient scale, attractiveness and value to all participants and to bring winning smartphones to the market in a timely manner; 6) our ability to produce mobile phones in a timely and cost efficient manner with differentiated hardware, localized services and applications; 7) our ability to increase our speed of innovation, product development and execution to bring new competitive smartphones and mobile phones to the market in a timely manner; 8) our ability to retain, motivate, develop and recruit appropriately skilled employees; 9) our ability to implement our strategies, particularly our new mobile product strategy; 10) 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; 11) our ability to maintain and leverage our traditional strengths in the mobile product market if we are unable to retain the loyalty of our mobile operator and distributor customers and consumers as a result of the implementation of our new strategy or other factors; 12) our success in collaboration and partnering arrangements with third parties, including Microsoft; 13) the success, financial condition and performance of our suppliers, collaboration partners and customers; 14) our ability to source sufficient quantities of fully functional quality components, subassemblies and software on a timely basis without interruption and on favorable terms, including the disruption of production and/or deliveries from any of our suppliers as a result of adverse conditions in the geographic areas where they are located; 15) our ability to manage efficiently our manufacturing, service creation, delivery and logistics without interruption; 16) our ability to ensure the timely delivery of sufficient volumes of products that meet our and our customers’ and consumers’ requirements and manage our inventory and timely adapt our supply to meet changing demands for our products; 17) any actual or even alleged defects or other quality, safety and security issues in our products; 18) any actual or alleged loss, improper disclosure or leakage of any personal or consumer data collected or made
available to us or stored in or through our products; 19) our ability to successfully manage costs, including our ability to achieve targeted costs reductions and to effectively and timely execute related restructuring measures, including personnel reductions; 20) our ability to effectively and smoothly implement the new operational structure for our businesses; 21) the development of the mobile and fixed communications industry and general economic conditions globally and regionally; 22) 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; 23) our ability to protect the 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; 24) our ability to protect numerous patented standardized or proprietary technologies from third-party infringement or actions to invalidate the intellectual property rights of these technologies; 25) 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; 26) any disruption to information technology systems and networks that our operations rely on; 27) unfavorable outcome of litigations; 28) allegations of possible health risks from electromagnetic fields generated by base stations and mobile products and lawsuits related to them, regardless of merit; 29) our ability to achieve targeted costs reductions and increase profitability in Nokia Siemens Networks and to effectively and timely execute related restructuring measures; 30) Nokia Siemens Networks’ ability to maintain or improve its market position or respond successfully to changes in the competitive environment; 31) Nokia Siemens Networks’ liquidity and its ability to meet its working capital requirements; 32) whether Nokia Siemens Networks is able to successfully integrate the acquired assets of Motorola Solutions’ networks business, retain existing customers of the acquired business, cross-sell Nokia Siemens Networks’ products and services to customers of the acquired business and otherwise realize the expected synergies and benefits of the acquisition; 33) Nokia Siemens Networks’ ability to timely introduce new products, services, upgrades and technologies; 34) Nokia Siemens Networks’ success in the telecommunications infrastructure services market and Nokia Siemens Networks’ ability to effectively and profitably adapt its business and operations in a timely manner to the increasingly diverse service needs of its customers; 35) developments under large, multi-year contracts or in relation to major customers in the networks infrastructure and related services business; 36) the management of our customer financing exposure, particularly in the networks infrastructure and related services business; 37) whether ongoing or any additional governmental investigations into alleged violations of law by some former employees of Siemens AG may involve and affect the carrier-related assets and employees transferred by Siemens AG to Nokia Siemens Networks; 38) 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 12-39 of Nokia’s annual report Form 20-F for the year ended December 31, 2010 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.
Media Enquiries:
Nokia
Communications
Press Release
Espoo, Finland — January 27, 2012
Nokia Siemens Networks renews syndicated loan facility
Nokia Siemens Networks has signed forward starting term and multicurrency revolving facilities agreement valued at €1.305bn with 15 international banks, to replace Nokia Siemens Networks’ existing revolving credit facility when it matures in June 2012.
The committed facilities are comprised in equal parts of a revolving credit facility maturing in June 2015 and a term loan facility that matures in June 2013. They will be used for general corporate purposes.
“Nokia Siemens Networks is very pleased to have secured the strong support of an excellent group of global banks,” said Marco Schroeter, chief financial officer of Nokia Siemens Networks. “Given current conditions in the credit markets, securing this facility is a strong endorsement of the company’s bold new strategy and restructuring plan.”
The Mandated Lead Arrangers and Bookrunners are Bank of America Merrill Lynch, Barclays Capital, Citi, Credit Suisse, J.P. Morgan, Merchant Banking, Skandinaviska Enskilda Banken AB (publ), Nordea, Pohjola Bank plc, The Royal Bank of Scotland plc, Société Générale Corporate & Investment Banking and Standard Chartered Bank. Other participants in the facilities are Australia and New Zealand Banking Group, Banco Santander, Crédit Agricole Corporate and Investment Bank and KfW.
The facilities were signed on December 21, 2011.
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. 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 www.connectivityscorecard.org
Media Enquiries
Nokia Siemens Networks
Ben Hunt
External Communications
Phone: +44 7508 002382
E-mail: ben.hunt@nsn.com
Nokia Siemens Networks
Media Relations
PO Box 1
FI-02022 Nokia Siemens Networks
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Nokia Corporation, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 1, 2012 |
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| By: | /s/ Riikka Tieaho | |
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| Name: | Riikka Tieaho |
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| Title: | Director, Corporate Legal |