Redemption Claim for the Minority Shares Pursuant to the Finnish Companies Act

Nokia Solutions and Networks Oy (”Nokia”) has gained title to more than nine tenths (9/10) of all the shares and votes in Comptel Corporation (”Comptel”). Nokia announced on 9 February 2017 a voluntary public tender offer in accordance with the Finnish Securities Market Act for all the issued and outstanding shares and option rights in Comptel that are not owned by Comptel or any of its subsidiaries. By virtue of the tender offer, together with shares acquired through market purchases by 27 April 2017, Nokia has gained title to 105.590.253 shares in Comptel corresponding to approximately 96.57 percent of all the shares and votes in Comptel, excluding the treasury shares held by Comptel. The consideration paid in the tender offer was EUR 3.04 per share.

Because Nokia’s holding exceeds nine tenths (9/10) of all the shares and votes in Comptel, Nokia has the right, based on Chapter 18, Section 1 of the Finnish Companies Act, to redeem the shares held by other Comptel shareholders. Nokia has notified Comptel of its redemption right and claim by a letter dated 7 April 2017. Information regarding the redemption right has been registered with the Finnish Trade Register on 7 April 2017.

Appointment of Arbitral Tribunal and Initiation of Arbitral Proceedings

In its application dated 7 April 2017 and supplemented on 28 April 2017 Nokia has requested that the Redemption Committee of the Finland Chamber of Commerce appoint an arbitral tribunal comprised of a sole arbitrator and initiate arbitral proceedings to resolve on the redemption of minority shares. Nokia’s application as supplemented and a letter from the Redemption Committee regarding the application will be delivered to all known shareholders of Comptel.

Nokia will ask the arbitral tribunal to be appointed to confirm that the price offered and paid under the voluntary public tender offer, EUR 3.04 per share, constitutes also the redemption price under the Finnish Companies Act.

The Redemption Committee of the Finland Chamber of Commerce has based on Nokia’s application requested the District Court of Helsinki to appoint a trustee for the arbitral proceedings to supervise the interests of the minority shareholders of Comptel during the redemption proceedings.

The District Court of Helsinki has in its decision H 17/21115 dated 28 April 2017 appointed Joakim Rehn, CPA as the trustee. The contact details of the trustee are:

Joakim Rehn, Partner, CPA
Tel.: (direct) +358 (0)9 5123 3344, (office) +358 (0)9 5123 330 Fax: +358 (0)9 4580 250
E-mail: joakim.rehn@fi.gt.com
Mail: Paciuksenkatu 27, P.O. Box 18, FI-00270 Helsinki, Finland

According to the Finnish Companies Act, the trustee has the right and obligation to present supportive facts and evidence on behalf of the minority shareholders in the arbitral proceedings. As the trustee supervises the interests of all minority shareholders during the redemption proceedings, the minority shareholders are not required to personally take any action in the redemption proceedings, unless they wish to do so.

In Helsinki this 28th day of April 2017

Nokia Solutions and Networks Oy

Paula Linna
Attorney-at-law, Helsinki
As attorney to Nokia Solutions and Networks Oy

 

Here you can find the Nokia tender offer document and attachments in English and Finnish.

Click here for the original Nokia tender offer stock exchange release.