Microsoft compra la divisione cellulari Nokia e il marchio Lumia per 5.44 miliardi di euro

REDMOND, Washington and ESPOO, Finland – Sept. 3, 2013 –
Microsoft Corporation and Nokia Corporation today announced that the
Boards of Directors for both companies have decided to enter into a
transaction whereby Microsoft will purchase substantially all of Nokia’s
Devices & Services business, license Nokia’s patents, and license
and use Nokia’s mapping services.

Under the terms of the agreement, Microsoft will pay EUR 3.79 billion
to purchase substantially all of Nokia’s Devices & Services
business, and EUR 1.65 billion to license Nokia’s patents, for a total
transaction price of EUR 5.44 billion in cash. Microsoft will draw upon
its overseas cash resources to fund the transaction. The transaction is
expected to close in the first quarter of 2014, subject to approval by
Nokia’s shareholders, regulatory approvals and other closing conditions.

Building on the partnership with Nokia announced in February 2011 and
the increasing success of Nokia’s Lumia smartphones, Microsoft aims to
accelerate the growth of its share and profit in mobile devices through
faster innovation, increased synergies, and unified branding and
marketing. For Nokia, this transaction is expected to be significantly
accretive to earnings, strengthen its financial position, and provide a
solid basis for future investment in its continuing businesses.

“It’s a bold step into the future – a win-win for employees,
shareholders and consumers of both companies. Bringing these great teams
together will accelerate Microsoft’s share and profits in phones, and
strengthen the overall opportunities for both Microsoft and our partners
across our entire family of devices and services,” said Steve Ballmer,
Microsoft chief executive officer. “In addition to their innovation and
strength in phones at all price points, Nokia brings proven capability
and talent in critical areas such as hardware design and engineering,
supply chain and manufacturing management, and hardware sales, marketing
and distribution.”

“We are excited and honored to be bringing Nokia’s incredible people,
technologies and assets into our Microsoft family. Given our long
partnership with Nokia and the many key Nokia leaders that are joining
Microsoft, we anticipate a smooth transition and great execution,”
Ballmer said. “With ongoing share growth and the synergies across
marketing, branding and advertising, we expect this acquisition to be
accretive to our adjusted earnings per share starting in FY15, and we
see significant long-term revenue and profit opportunities for our
shareholders.”

“For Nokia, this is an important moment of reinvention and from a
position of financial strength, we can build our next chapter,” said
Risto Siilasmaa, Chairman of the Nokia Board of Directors and, following
today’s announcement, Nokia Interim CEO. “After a thorough assessment
of how to maximize shareholder value, including consideration of a
variety of alternatives, we believe this transaction is the best path
forward for Nokia and its shareholders. Additionally, the deal offers
future opportunities for many Nokia employees as part of a company with
the strategy, financial resources and determination to succeed in the
mobile space.”

“Building on our successful partnership, we can now bring together
the best of Microsoft’s software engineering with the best of Nokia’s
product engineering, award-winning design, and global sales, marketing
and manufacturing,” said Stephen Elop, who following today’s
announcement is stepping aside as Nokia President and CEO to become
Nokia Executive Vice President of Devices & Services. “With this
combination of talented people, we have the opportunity to accelerate
the current momentum and cutting-edge innovation of both our smart
devices and mobile phone products.”

Nokia has outlined its expected focus upon the closing of the transaction in a separate press release published today.

TERMS OF THE AGREEMENT

Under the terms of the agreement, Microsoft will acquire substantially
all of Nokia’s Devices and Services business, including the Mobile
Phones and Smart Devices business units as well as an industry-leading
design team, operations including all Nokia Devices &
Services-related production facilities, Devices & Services-related
sales and marketing activities, and related support functions. At
closing, approximately 32,000 people are expected to transfer to
Microsoft, including 4,700 people in Finland and 18,300 employees
directly involved in manufacturing, assembly and packaging of products
worldwide. The operations that are planned to be transferred to
Microsoft generated an estimated EUR 14.9 billion, or almost 50 percent
of Nokia’s net sales for the full year 2012.

Microsoft is acquiring Nokia’s Smart Devices business unit, including
the Lumia brand and products. Lumia handsets have won numerous awards
and have grown in sales in each of the last three quarters, with sales
reaching 7.4 million units in the second quarter of 2013.

As part of the transaction, Nokia is assigning to Microsoft its
long-term patent licensing agreement with Qualcomm, as well as other
licensing agreements.

Microsoft is also acquiring Nokia’s Mobile Phones business unit, which
serves hundreds of millions of customers worldwide, and had sales of
53.7 million units in the second quarter of 2013. Microsoft will acquire
the Asha brand and will license the Nokia brand for use with current
Nokia mobile phone products. Nokia will continue to own and manage the
Nokia brand. This element provides Microsoft with the opportunity to
extend its service offerings to a far wider group around the world while
allowing Nokia’s mobile phones to serve as an on-ramp to Windows Phone.

Nokia will retain its patent portfolio and will grant Microsoft a
10-year license to its patents at the time of the closing. Microsoft
will grant Nokia reciprocal rights to use Microsoft patents in its HERE
services. In addition, Nokia will grant Microsoft an option to extend
this mutual patent agreement in perpetuity.

In addition, Microsoft will become a strategic licensee of the HERE
platform, and will separately pay Nokia for a four-year license.

Microsoft will also immediately make available to Nokia EUR 1.5
billion of financing in the form of three EUR 500 million tranches of
convertible notes that Microsoft would fund from overseas resources. If
Nokia decides to draw down on this financing option, Nokia would pay
back these notes to Microsoft from the proceeds of the deal upon
closing. The financing is not conditional on the transaction closing.

Microsoft also announced that it has selected Finland as the home for a
new data center that will serve Microsoft consumers in Europe. The
company said it would invest more than a quarter-billion dollars in
capital and operation of the new data center over the next few years,
with the potential for further expansion over time.

NOKIA LEADERSHIP CHANGES

Nokia expects that Stephen Elop, Jo Harlow, Juha Putkiranta, Timo
Toikkanen, and Chris Weber would transfer to Microsoft at the
anticipated closing of the transaction. Nokia has outlined these changes
in more detail in a separate release issued today.

EXTRAORDINARY SHAREHOLDERS MEETING

Nokia plans to hold an Extraordinary General Meeting on November 19,
2013. The notice of the meeting and more information on the transaction
and its background are planned to be published later this month.

PRESS CONFERENCE

Nokia will host a press conference today, Tuesday, Sept. 3, at 11 a.m.
EEST in Dipoli, Espoo (Otakaari 24). Registration will start at 10
a.m., and the doors will open at 10.40 a.m. Due to space constraints,
only media who show valid press credentials at the registration will be
admitted. Media are encouraged to watch a live webcast of the press
conference at: http://press.nokia.com/

INVESTOR CALLS

Microsoft will hold a conference call for investors, financial
analysts and news media Tuesday, Sept. 3, at 3:45 p.m. EEST/8:45 a.m.
EDT. Interested parties should call toll-free at (888) 459-9165, or for
international calls dial +1-773-799-3324. You may also access the call
online at http://www.microsoft.com/investor.

Nokia executives will hold an investor call at 3 p.m. EEST today,
Tuesday, Sept. 3. A webcast of the conference call will be available at
http://investors.nokia.com. Media representatives can view the webcast
or listen in at +1 706 634 5012, conference ID 45390451.