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FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
June 19, 2006
Commission File Number: 1-15174
Siemens Aktiengesellschaft
(Translation of registrants name into English)
Wittelsbacherplatz 2
D-80333 Munich
Federal Republic of Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-
TABLE OF CONTENTS
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For the financial and business press
Frankfurt am Main, June 19, 2006 |
Nokia and Siemens to merge their communications service provider businesses
New global network leader for fixed mobile convergence
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Companies form Nokia Siemens Networks with 2005 calendar year pro forma revenues of EUR
15.8 billion. |
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50-50 joint venture to consist of Nokias Networks Business Group and Siemens
carrier-related operations for fixed and mobile networks. |
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Broad scale advantages, leading quadruple play product portfolio and worldwide presence. |
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Market strength and leading position in fixed-mobile convergence. |
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Estimated cost synergies of EUR 1.5 billion annually by 2010. |
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Simon Beresford-Wylie to become chief executive officer and Peter Schönhofer to become
chief financial officer. |
Nokia and Siemens today announced that they intend to merge the Networks Business Group of Nokia
and the carrier-related operations of Siemens into a new company, to be called Nokia Siemens
Networks. The 50-50 joint venture will create a global leader with strong positions in important
growth segments of fixed and mobile network infrastructure and services.
The combined company is positioned to lead the development and implementation of revenue-generating
and cost-saving products and services via its scale and global reach. Nokia Siemens Networks will
have one of the worlds best research and development teams, with the ability to invest in next
generation fixed and mobile product platforms and services. The new company will have a world-class
fixed-mobile convergence capability, a complementary global base of customers, a deep presence in
both developed and emerging markets, and one of the industrys largest and most experienced service
organizations.
We believe the partnership with Siemens is the most effective way to build the scale and broad
product portfolio necessary to compete globally and create value for shareholders, said Olli-Pekka
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Kallasvuo, CEO of Nokia. The communications industry is converging, and a strong and independent
Nokia Siemens Networks will be ideally positioned to help customers lower costs and grow revenue
while managing the challenges of converging technology. Olli-Pekka Kallasvuo will serve as
chairman of Nokia Siemens Networks.
This joint venture is an important step to strengthen our position in the market sustainably and
to enable us to offer the best state of the art converged technologies and services to our
customers, said Klaus Kleinfeld, CEO of Siemens. This combination creates a leading industry
player, with immediate strength, excellent potential for growth and well-positioned to improve
profitability in the future.
Strong player with scale and powerful convergence portfolio
Based on the 2005 calendar year, the combined company had EUR 15.8 billion in pro forma annual
revenues and is expected to start operations with 60,000 employees. Based on current market share
data, it will be the second largest company in mobile infrastructure, second in services, third in
fixed infrastructure and the third largest in the overall telecommunications infrastructure market.
Nokia Siemens Networks will be able to offer its operator customers a comprehensive portfolio of
fixed and mobile network products supported by a full range of professional services. The companys
portfolio will include Next Generation Network convergence products like IMS (IP Multimedia
Subsystem), 2G GSM/EDGE access (Enhanced Data rates for GSM Evolution), 3G WCDMA/HSDPA access
(Wideband Code Division Multiple Access/High Speed Downlink Packet Access), extensive mobile core,
fixed broadband, transport, IPTV (Internet Protocol Television), LTE (Long Term Evolution), WiMAX
(Worldwide Interoperability for Microwave Access) and low-cost mobile voice products tailored for
emerging market operators.
Extensive synergy benefits
The estimated cost synergies of EUR 1.5 billion annually by 2010 are expected to come primarily
from the elimination of overlapping functions, consolidation and better utilization of sales and
marketing organizations, reduction of overhead costs, sourcing benefits, and greater efficiencies
in R&D. A substantial portion of these synergies is expected to be realized in the first two years.
These changes are expected to result in a headcount adjustment over the next four years in the
range of ten to fifteen percent from the initial combined base of approximately 60,000. Detailed
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headcount reduction assessments will be made as part of the integration planning process and
subject to required consultation with employee representatives.
Both Nokia and Siemens expect the impact of the partnership on their respective EPS, on a pro forma
basis excluding the restructuring charges, to be accretive by the end of 2007 assuming a closing by
January 1, 2007
Global company and leadership
Nokia Siemens Networks will have its operational headquarters in the Helsinki, Finland,
metropolitan area, and have strong regional headquarters in Munich, Germany, where three of the
future five divisions of the new company will be based.
Simon Beresford-Wylie, currently Executive Vice President and General Manager of Networks at Nokia,
will assume the position of chief executive officer immediately upon the closing of the merger.
Nokia Siemens Networks brings the two finest teams in the communications industry together at an
unprecedented time of industry change, said Simon Beresford-Wylie. I know the power of the Nokia
team and have a deep appreciation for the quality and spirit of the people of Siemens. Together,
the collective Nokia and Siemens teams will be a powerful force in the industry as we pursue our
future goals of providing unequaled customer satisfaction and of becoming the undisputed industry
champion. In addition to Simon Beresford-Wylie, Peter Schönhofer will assume the position of CFO.
Schönhofer is currently a member of the executive board of Siemens AG Austria.
The transaction closing is expected to take place before January 1, 2007 and is subject to
customary regulatory approvals, the completion of standard closing conditions, and the agreement of
a number of detailed implementation steps. After closing, the financial results of Nokia Siemens
Networks will be consolidated by Nokia and accounted for at equity by Siemens.
Todays press conference and analysts conference call information
Nokia and Siemens will hold a press conference today, Monday, June 19, 2006 at 11:00 a.m. Central
European Summer Time at the Hotel InterContinental, Wilhelm-Leuschner Strasse 43, 60329 Frankfurt
am Main. The press conference will be webcast at www.siemens.com/press and
www.nokia.com/press/pressconference19062006. A conference call for financial analysts will take
place at 3:00 p.m. Central European Summer Time. The analyst call can be accessed by calling
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+44-207-365-8426 (UK dial-in) or +1-617-597-5329 (US dial-in). The participant code is Siemens.
The conference call can also be accessed via internet at: www.siemens.com/analystcall and
www.nokia.com/investors. A replay of the call will also be available until June 26, 2006 by calling
+44-207-365-8427 (UK dial-in) or +1-617-801-6888 (US dial-in). The passcode is: 22951950.
About Nokia
Nokia is a world leader in mobile communications, driving the growth and sustainability of the
broader mobility industry. Nokia connects people to each other and the information that matters to
them with easy-to-use and innovative products like mobile phones, devices and solutions for
imaging, games, media and businesses. Nokia provides equipment, solutions and services for network
operators and corporations.
About Siemens
Siemens (Berlin and Munich) is a global powerhouse in electrical engineering and electronics. The
company has around 461,000 employees working to develop and manufacture products, design and
install complex systems and projects, and tailor a wide range of services for individual
requirements. Siemens provides innovative technologies and comprehensive know-how to benefit
customers in 190 countries. Founded more than 155 years ago, the company focuses on the areas of
Information and Communications, Automation and Control, Power, Transportation, Medical, and
Lighting. In fiscal 2005 (ended September 30), Siemens had sales from continuing operations of EUR
75.4 billion and income from continuing operations of EUR 3.058 billion. Further information is
available on the Internet at: www.siemens.com.
Forward Looking Statements
This announcement includes forward-looking statements and information which are not historical
facts. These statements are based on the current expectations of the management of Nokia and
Siemens and are naturally subject to uncertainty and changes in circumstances. The forward-looking
statements contained herein include statements about the expected timing and scope of the merger of
Nokias and Siemens communications service provider businesses, anticipated growth potential and
earnings enhancements, estimated profitability levels, sources, timing and amount of estimated cost
synergies, leadership and market position, future product portfolio, geographic coverage and
customer base, future investments in technologies and services and all other statements in this
announcement other than historical facts. Forward-looking statements include, without limitation,
statements typically containing words such as believe, expect, anticipate, foresee,
target, estimate, designed, plans, will or words of similar meaning. By their nature,
forward-looking statements involve risk and uncertainty because they relate to events and depend on
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circumstances that will occur in the future. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by such
forward-looking statements. These factors include, but are not limited to, the satisfaction of the
conditions to the merger and closing of the transaction, and Nokias and Siemens ability to
successfully integrate the operations and employees of their respective communications service
provider businesses, as well as additional factors relating to, for example, developments in the
mobile communications industry, changes in technology and the ability to develop or otherwise
acquire complex technologies as required by the market with full rights needed to use, timely and
successful commercialization of new advanced products and solutions, intensity of competition and
various other factors. More detailed information about certain of these factors is contained in
Nokias and Siemens filings with the SEC, which are available on their respective website,
www.nokia.com and www.siemens.com, and on the SECs website www.sec.gov. Other unknown or
unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause
actual results to differ materially from those in the forward-looking statements. Neither Nokia nor
Siemens undertake any obligation to update publicly or revise forward-looking statements, whether
as a result of new information, future events or otherwise, except to the extent legally required.
In addition to forward-looking statements, this announcement also includes certain terms like
joint venture, partnership or words of a similar nature describing the new company, or the new
companies, resulting from the merger, which words are used in this announcement in their generic
sense and the common language meaning and do not imply, or intend to imply, any specific legal,
tax, accounting or other regulatory or officially standardized definition or meaning.
Media Inquiries
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Siemens Corporate Communications
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Nokia Corporate Communications |
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Peik von Bestenbostel
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Arja Suominen |
Phone: +49 89 636 36320
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Phone: +358 7180 34900 |
E-mail: peik.bestenbostel@siemens.com
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E-mail: press.office@nokia.com |
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Dr. Constantin Birnstiel
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Barry French |
Phone: +49 89 636 36669
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Phone: +358 7180 38198 |
E-mail: constantin.birnstiel@siemens.com
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E-mail: barry.french@nokia.com |
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Siemens AG
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Reference number: AXX 200606.38 e |
Corporate Communications
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Media Relations
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80312 Munich |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SIEMENS AKTIENGESELLSCHAFT
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Date: June 19, 2006 |
/s/ DR. Klaus Patzak
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Name: |
Dr. Klaus Patzak |
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Title: |
Corporate Vice President
Financial Reporting and Controlling |
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/s/ DR. Jürgen Wagner
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Name: |
Dr. Jürgen Wagner |
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Title: |
Head of External Financial Disclosure |
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