Nokia to Acquire NAVTEQ

The Combined Entity Would Create a Leading Global Player in the Fast

Growing Location Based Services Market

NAVTEQ to Support Existing Customers as Before

    ESPOO, Finland, October 1 /PRNewswire-FirstCall/ -- Nokia ( NOK)
 and NAVTEQ today announced a definitive agreement for Nokia to acquire
 NAVTEQ. Under the terms of the agreement, Nokia will pay $78 in cash for
 each share of NAVTEQ including outstanding options for an aggregate
 purchase price of approximately $8.1 billion (EUR5.7 billion), or
 approximately $7.7 billion (EUR5.4 billion) net of NAVTEQ existing cash
 balance. The acquisition has been approved by the board of directors of
 each company and is subject to customary closing conditions including
 regulatory approvals and NAVTEQ shareholders' approval.
     The navigation area is a fast growing business, and with location-based
 services expanding rapidly into mobile communications devices, the industry
 is poised for even further growth. NAVTEQ brings a number of key assets to
 Nokia: a great team with best-in-world maps and navigation industry
 expertise, a strong customer base and an industry-leading map data and
 technology platform with the broadest geographical coverage.
     NAVTEQ will continue to provide the most advanced and flexible map data
 platform to navigation industry players. With NAVTEQ, Nokia will further
 strengthen its location based services offering and bring to market the
 most innovative, context aware Nokia Internet services with accelerated
 time to market.
     NAVTEQ is a leading provider of comprehensive digital map information
 for automotive navigation systems, mobile navigation devices,
 Internet-based mapping applications, and government and business solutions.
 NAVTEQ also owns Traffic.com, a web and interactive service that provides
 traffic information and content to consumers. The Chicago-based company was
 founded in 1985, generated 2006 revenues of $582 million and has
 approximately 3,000 employees located in 168 offices in 30 countries.
     Nokia is the world's largest mobile device manufacturer with more than
 900 million people using a Nokia mobile device around the world. Driven by
 Internet and digital convergence, Nokia is expanding its offering to
 include areas such as entertainment, communities and location based
 services. Shipping with the GPS-enabled Nokia N95 multimedia computer, the
 Nokia Maps solution is one of the most advanced location based services in
 the marketplace today.
     "Location based services are one of the cornerstones of Nokia's
 Internet services strategy. The acquisition of NAVTEQ is another step
 toward Nokia becoming a leading player in this space," said Olli-Pekka
 Kallasvuo, President and CEO, Nokia. "By joining forces with NAVTEQ, we
 will be able to bring context and geographical information to a number of
 our Internet services with accelerated time to market. We also look forward
 to maintaining and enhancing the services and support provided to NAVTEQ's
 existing and future customers".
     "Nokia's unique vision for location based services aligns perfectly
 with NAVTEQ's vision to enable everyone to find their way to people, places
 and opportunities on mobile communications devices, cars, desktop computers
 and in all the other places that are important to them," said NAVTEQ
 President and CEO Judson Green. "It's really exciting to imagine what we
 can achieve by combining our location experience with the resources of a
 company that has a customer base of more than 900 million people."
     In commenting on the transaction, Christopher Galvin, Chairman of the
 Board of NAVTEQ, said "Nokia's offer of $78 per share reflects a very
 attractive valuation for NAVTEQ's stockholders, representing a 34% premium
 to our stock price of one month ago. In considering the offer, we
 approached other potential purchasers about their possible interest in
 NAVTEQ and our Board took those contacts and discussions into account in
 determining that Nokia's proposal was the best opportunity available to
 maximize value for our stockholders."
     After completion of the transaction, NAVTEQ's current map data business
 will continue operationally independent, but organizationally a Nokia Group
 company. Judson Green will report directly to Olli-Pekka Kallasvuo. This
 will ensure that NAVTEQ's current and future customers continue to have a
 dedicated and strengthened unit serving them as before with digital map
 information for automotive navigation systems, mobile navigation devices,
 Internet-based mapping applications, as well as government and business
 solutions.
     The acquisition is expected to close in the first quarter of 2008.
 Nokia plans to finance the acquisition with a combination of cash and debt,
 and has secured a commitment on the debt. Nokia anticipates that the
 acquisition would not impact its share buy-backs under the current mandate,
 or its future cash distribution strategy in terms of dividends and share
 buybacks which is subject to the shareholders' approval. The acquisition is
 expected to be dilutive to Nokia earnings in 2008 and 2009 on a reported
 basis. However on a cash basis Nokia expects it to be only slightly
 dilutive in 2008 and slightly accretive in 2009.
     Notes to editors and analysts:
     Nokia and NAVTEQ will host a conference call today, Monday, October 1,
 2007 beginning at 16:00 in Helsinki / 14:00 in London / 08:00 in Chicago.
 The conference call will be available via live webcast at
 http://www.nokia.com/investor or by calling +1-888-636-1561 (North America)
 or +1-706-634-5012 (international), with conference ID 19082045
     For your convenience, a replay of the call will be accessible by
 calling +1-800-642-1687 (Nokia America) or +1-706-645-9291 (international),
 with conference ID 19082045.
     About Nokia
     Nokia is the world leader in mobility, driving the transformation and
 growth of the converging Internet and communications industries. Nokia
 makes a wide range of mobile devices and provides people with experiences
 in music, navigation, video, television, imaging, games and business
 mobility through these devices. Nokia also provides equipment, solutions
 and services for communications networks.
     About NAVTEQ
     NAVTEQ is a leading provider of comprehensive digital map information
 for automotive navigation systems, mobile navigation devices,
 Internet-based mapping applications, and government and business solutions.
 NAVTEQ creates the digital maps and map content that power navigation and
 location-based services solutions around the world.
     Important Additional Information Regarding the Merger will be filed
 with the SEC
     In connection with the solicitation of proxies by NAVTEQ with respect
 to the meeting of its stockholders to be called with respect to the
 proposed merger, NAVTEQ will file a proxy statement with the Securities and
 Exchange Commission (the "SEC"). NAVTEQ STOCKHOLDERS ARE ADVISED TO READ
 THE PROXY STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED TO THE
 STOCKHOLDERS BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders
 will be able to obtain a free-of-charge copy of the proxy statement (when
 available) and other relevant documents filed with the SEC from the SEC's
 web site at http://www.sec.gov. Stockholders will also be able to obtain a
 free-of-charge copy of the proxy statement and other relevant documents
 (when available) by directing a request by mail to NAVTEQ Corporation,
 Investor Relations, 425 West Randolph Street, Chicago, IL 60606, telephone
 +1-(312)-894-7500, or from NAVTEQ's website at http://www.NAVTEQ.com.
     NAVTEQ and certain of its directors and executive officers may, under
 the rules of the SEC, be deemed to be "participants" in the solicitation of
 proxies from its stockholders in connection with the proposed merger.
 Information concerning the interests of the persons who may be
 "participants" in the solicitation is set forth in NAVTEQ's proxy
 statements and annual reports on Form 10-K (including any amendments
 thereto), previously filed with the SEC, and in the proxy statement
 relating to the merger and other relevant materials to be filed with the
 SEC when they become available.
     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 successful completion of contemplated
 acquisitions on timely basis and our ability to achieve 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. 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) competitiveness of our
 product portfolio; 2) our ability to identify key market trends and to
 respond timely and successfully to the needs of our customers; 3) the
 extent of the growth of the mobile communications industry, as well as the
 growth and profitability of the new market segments within that industry
 which we target; 4) the availability of new products and services by
 network operators and other market participants; 5) our ability to
 successfully manage costs; 6) the intensity of competition in the mobile
 communications industry and our ability to maintain or improve our market
 position and respond successfully to changes in the competitive landscape;
 7) 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; 8) timely and successful commercialization of complex
 technologies as new advanced products, services and solutions; 9) 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 and
 solution offerings; 10) our ability to protect numerous Nokia patented,
 standardized, or proprietary technologies from third party infringement or
 actions to invalidate the intellectual property rights of these
 technologies; 11) our ability to manage efficiently our manufacturing and
 logistics, as well as to ensure the quality, safety, security and timely
 delivery of our products and solutions; 12) inventory management risks
 resulting from shifts in market demand; 13) our ability to source quality
 components and sub-assemblies without interruption and at acceptable
 prices; 14) Nokia's and Siemens' ability to successfully integrate the
 operations, personnel and supporting activities of their respective
 businesses as a result of the merger of Nokia's networks business and
 Siemens' carrier-related operations for fixed and mobile networks forming
 Nokia Siemens Networks; 15) whether, as a result of investigations into
 alleged violations of law by some current or former employees of Siemens,
 government authorities or others take 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 occur after the transfer, of such
 assets and employees that could result in additional actions by government
 authorities; 16) the expense, time, attention and resources of Nokia
 Siemens Networks and our management to detect, investigate and resolve any
 situations related to alleged violations of law involving the assets and
 employees of Siemens carrier-related operations transferred to Nokia
 Siemens Networks; 17) 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; 18) developments under large, multi-year contracts or in
 relation to major customers; 19) general economic conditions globally and,
 in particular, 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 and solutions; 21)
 the success, financial condition and performance of our collaboration
 partners, suppliers and customers; 22) any disruption to information
 technology systems and networks that our operations rely on; 23) 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; 24) the management of our customer financing exposure; 25)
 allegations of possible health risks from electromagnetic fields generated
 by base stations and mobile devices and lawsuits related to them,
 regardless of merit; 26) unfavorable outcome of litigations; 27) our
 ability to recruit, retain and develop appropriately skilled employees; and
 28) the impact of changes in government policies, laws or regulations; as
 well as the risk factors specified on pages 12-24 of Nokia's annual report
 on Form 20-F for the year ended December 31, 2006 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.
     http://www.nokia.com
 
 

SOURCE Nokia