44807 Bochum, de
+358 (7180) 34379
Nokia does not recommend or endorse below-market mini-tender offer for up to 5 Million Nokia ADSs from TRC Capital
Nokia and its Board of Directors do not in any way recommend or endorse TRC Capital's mini-tender offer and express no opinion as to whether Nokia ADS holders should tender their ADSs in the mini-tender offer. TRC Capital's offer price of US$19.00 per ADS represents a 4.04% discount to the US$19.80 closing price of Nokia ADSs on the New York Stock Exchange on July 25, 2006, the day prior to the date of the offer. The offer price is also 3.21% below the August 4, 2006 closing price of US$ 19.63 per Nokia ADS. Nokia notes that it is in no way associated with TRC Capital, the offer or the offer documentation.
TRC Capital's offer is subject to a number of conditions, including TRC Capital obtaining sufficient financing to consummate the offer on terms acceptable to TRC Capital. There is no assurance that the conditions to the offer will be satisfied.
TRC Capital has made numerous below-market mini-tender offers for the shares of other companies. Mini-tender offers such as these avoid many of the disclosure and procedural requirements of the United States Securities and Exchange Commission (the "SEC") that are applicable to larger tender offers.
The SEC has issued "Tips for Investors" regarding mini-tender offers, noting that "some bidders make mini-tender offers at below market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's publication on this topic can be found at www.sec.gov/investor/pubs/minitend.htm.
Nokia urges Nokia ADS holders to obtain current market quotations for their ADSs, to consult with their financial advisors and to exercise caution with respect to TRC Capital's offer. ADS holders who are considering whether to tender their ADSs should request a copy of the offer from TRC Capital or its information agent and review it carefully before deciding whether to tender their ADSs.
Nokia ADS holders who have tendered their ADSs into TRC Capital's offer are advised that they may withdraw their ADSs as described in TRC Capital's offer to purchase by providing written notice to the receiving agent for the offer prior to the expiration of the offer, which is currently scheduled to occur at 12:01 a.m. (New York City time) on Thursday, August 24, 2006, but may be extended by TRC Capital.
Nokia also refers broker-dealers and other market participants in the dissemination of the offer to the SEC's recommendations to broker/dealers in these circumstances, which can be found at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, and to Information Memo Number 01-27 issued by the New York Stock Exchange on September 28, 2001, regarding dissemination of mini-tender offer materials, which can be found under the "Market Professionals - Information Memos" tab on the NYSE's website at www.nyse.com.
The use of information published here for personal information and editorial processing is generally free of charge. Please clarify any copyright issues with the stated publisher before further use. In the event of publication, please send a specimen copy to email@example.com.