Shearman And Sterling

News August 03, 2015

Shearman & Sterling Advises Nokia on Sale of HERE to Automotive Industry Consortium

Shearman & Sterling is advising Nokia on the sale of its HERE digital mapping and location services business to a consortium of leading automotive companies, comprising AUDI AG, BMW Group and Daimler AG (the "Consortium"). The transaction values HERE at an enterprise value of €2.8 billion with a normalized level of working capital and is expected to close in the first quarter of 2016, subject to customary closing conditions and regulatory approvals. Upon closing, Nokia estimates that it will receive net proceeds of slightly above €2.5 billion, as the purchaser would be compensated for certain defined liabilities of HERE currently expected to be slightly below €300 million as part of the transaction. Nokia expects to book a gain on the sale and a related release of cumulative foreign exchange translation differences totaling approximately €1 billion as a result of the transaction.

Nokia invests in technologies important in a world where billions of devices are connected. The company is focused on three businesses: network infrastructure software, hardware and services, which is offered through Nokia Networks; location intelligence, which is provided through HERE; and advanced technology development and licensing, which is pursued through Nokia Technologies. Each of these businesses is a leader in its respective field.

HERE, a Nokia company, is a leader in navigation, mapping and location experiences. HERE builds high-definition (HD) maps and combines them with cloud technology to enable rich, real-time location experiences in a broad range of connected devices—from smartphones and tablets to wearables and vehicles.

The Shearman & Sterling team was led by New York M&A partners Scott Petepiece and George Casey and included partners Doreen Lilienfeld (New York-Executive Compensation & Employee Benefits), Larry Crouch (Menlo Park-Tax), Jessica Delbaum (New York-Antitrust), and Richard Hsu (Menlo Park-Intellectual Property Transactions); counsel Mathias Stöcker (Frankfurt-Antitrust) and Robert LaRussa (Washington, DC-International Trade & Investment); associates Richard Fischetti (New York-Mergers & Acquisitions), Robert Bucella (New York-Mergers & Acquisitions), Zach Bench (New York-Corporate), Stephanie Monastra (New York-Executive Compensation & Employee Benefits), Kelly Hamren-Anderson (New York-Executive Compensation & Employee Benefits), Joshua Steinberger (New York-Intellectual Property Transactions), and Timothy Haney (New York-Antitrust); and head of government relations Lisa Raisner (Washington, DC).