Nokia and Trolltech ASA announced that they have entered into an agreement that Nokia will make a public voluntary tender offer to acquire Trolltech. Trolltech is a recognized software provider with world-class software development platforms and frameworks. In addition to the key software assets, its talented team will play an important role in accelerating the implementation of Nokia's software strategy. Nokia will offer NOK 16 per share in cash. The board of directors of Trolltech has unanimously recommended that its shareholders accept Nokia's Offer. Holders of 35,024,830 shares, representing approximately 66, 43 % of Trolltech's issued shares and votes have as of January 27, 2008 irrevocably undertaken to accept the Offer. The acquisition of Trolltech will enable Nokia to accelerate its cross-platform software strategy for mobile devices and desktop applications, and develop its Internet services business. With Trolltech, Nokia and third party developers will be able to develop applications that work in the Internet, across Nokia's device portfolio and on PCs. Nokia's software strategy for devices is based on cross-platform development environments, layers of software that run across operating systems, enabling the development of applications across the Nokia device range. Examples of current cross-platform layers are Web runtime, Flash, Java and Open C. Nokia intends to continue to enhance Trolltech products through active and ongoing development, for both desktop and mobile. To further stimulate industry innovation based on Trolltech's products, Nokia plans to continue to license Trolltech technology under both commercial and open source licenses.
The acquisition is subject to customary closing conditions, including acceptance by shareholders representing more than 90 % of the fully diluted share capital, and the necessary regulatory approvals. The complete details of the offer, including all terms and conditions, will be set forth in an offer document expected to be sent to Trolltech shareholders within two weeks. The offer is expected to be open for acceptance for a period of four weeks and to be completed in the second quarter of 2008. If the conditions to the offer are satisfied or waived, Nokia will have a legal duty to make a mandatory cash offer for or compulsory acquisition of the remaining shares.
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