Nokia and Trolltech ASA today announced that they have entered into an agreement that Nokia will make a public voluntary tender offer to acquire Trolltech, a company headquartered in Oslo, Norway and publicly listed on the Oslo Stock Exchange. 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. Haavard Nord, Vuonislahti Invest AS (controlled by Eirik Chambe-Eng), Teknoinvest and certain funds managed by Index Ventures are among the shareholders who have agreed to tender their shares to Nokia.
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.
"The technology landscape evolves and, for Nokia, software plays a major role in our growth strategy for devices, PCs and the integration with the Internet. We continue to focus on areas where we can differentiate and add more value. Common cross-platform layers on top of our software platforms attract innovation and enable Web 2.0 technologies in the mobile space," said Kai Olstamo, Executive Vice President, Devices, Nokia. "Trolltech's deep understanding of open source software and its strong technology assets will enable both Nokia and others to innovate on our device platforms while reducing time-to-market. This acquisition will also further increase the competitiveness of S60 and Series 40."
Nokia aims to continue the development of Trolltech's products and support of new and existing customers. Nokia strives for an open approach to technology that will encourage and support innovation in the industry, enable fast adoption of new technologies and advance healthy competition. Nokia embraces open source technology and will take further the open source development culture found in Trolltech.
"Trolltech and Nokia share the goal of accelerating the adoption of Trolltech's Qt based technology in the commercial market and in the open source community," said Haavard Nord, CEO and founder of Trolltech. Eirik Chambe-Eng, Chief Troll and co-founder of Trolltech continues "We are thrilled to join forces with Nokia. The company's innovative culture and resources will give our employees new and exciting possibilities and fulfill our vision of "Qt everywhere"."
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.