Nokia set to acquire Comptel, advance its software strategy

Nokia has announced its intention to acquire Comptel to advance its software strategy, the company has launched a recommended cash tender offer for all the shares and option rights in Comptel.

Nokia Corporation has announced its intention to acquire Comptel Corporation ("Comptel") to advance its software strategy and provide service providers with a comprehensive solution to design, deliver, orchestrate and assure communications and digital services across physical, virtual and hybrid networks.

Nokia and Comptel have on February 8, 2017 entered into a Transaction Agreement (the "Transaction Agreement") under which Nokia, through its wholly owned indirect subsidiary Nokia Solutions and Networks Oy (the "Offeror"), undertakes to make a voluntary public cash tender offer to purchase all of the issued and outstanding shares and option rights in Comptel that are not owned by Comptel or any of its subsidiaries (the "Tender Offer").

The price offered for each share validly tendered in the Tender Offer will be EUR 3.04 in cash. The Tender Offer values Comptel at approximately EUR 347 million, on a fully diluted basis.

CRITICAL BUILDING BLOCK FOR STANDALONE SOFTWARE BUSINESS

The planned acquisition is part of Nokia's strategy to build a standalone software business at scale by expanding and strengthening its software portfolio and go-to-market capabilities with additional sales capacity and a strategic partner network. Comptel would bolster Nokia's software portfolio by adding critical solutions for catalogue-driven service orchestration and fulfillment, intelligent data processing, customer engagement, and agile service monetization.

The combination of Nokia's Service Assurance portfolio and Comptel's Service Orchestration portfolio would enable a dynamic closed loop between service assurance and fulfillment that simplifies management of complex heterogeneous networks. When combined with Nokia's Cloudband(TM) and Nuage(TM) portfolios, Nokia would be able to provide customers with complete, end-to-end orchestration of complex Network Function Virtualization (NFV) and Software Defined Networking (SDN) deployments.

"Nokia is committed to building its software business and is backing its commitment with strategic investments. The timing of the Comptel purchase is important as our customers are changing the way they build and operate their networks. They are turning to software to provide more intelligence, automate more of their operations, and realize the efficiency gains that virtualization promises. We want to help them by offering one of the industry's broadest and most advanced portfolios. Comptel helps us do that," says Bhaskar Gorti, president of Nokia's Applications & Analytics business group.

"After careful examination of the Tender Offer, the Board of Directors of Comptel has unanimously decided to recommend the shareholders to accept it. For a shareholder, the tender price offers a possibility to sell the shares risk free at a price reflecting the potential future strategic value of the company. The Board of Directors of Comptel believes that Nokia's global reach, strength of brand and cross-selling opportunities would benefit the activities of Comptel. Combining Comptel's business with Nokia would offer the customers of both Comptel and Nokia a wider and more innovative software portfolio which would improve competitiveness of the combined business unit, especially in the eyes of larger customers," says Pertti Ervi, Chairman of the Board at Comptel.

"Together with Nokia we would create an agile and innovative player which can challenge current market leaders head-to-head. Throughout the past five years we have been working hard to sharpen our thought leadership and competitiveness by rebuilding the brand, product portfolio and values driven culture. I am 100% confident that we are now capable, ready and passionate to take the next step in scaling and expanding our business beyond the ordinary with a new set of resources that Nokia would provide us," says Juhani Hintikka, President and CEO of Comptel.