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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
March 14, 2007
Commission File Number: 1-15174
Siemens Aktiengesellschaft
(Translation of registrant’s name into English)
Wittelsbacherplatz 2
D-80333 Munich
Federal Republic of Germany
(Address of principal executive offices)
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.
| Form 20-F þ | Form 40-F o |
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):
| Yes o | No þ |
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):
| Yes o | No þ |
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.
| Yes o | No þ |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-
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| Press Release | ||||||||
| SIGNATURES | ||||||||
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| For the business | ||
| and financial press | ||
| Munich/Espoo, March 14, 2007 |
Nokia Siemens Networks will begin operations on April 1, 2007
Nokia and Siemens announced today that Nokia Siemens Networks will start operations on April 1,
2007. Nokia and Siemens are contributing their respective carrier networks businesses and
corresponding assets into this new 50:50 company. Both parties have agreed to increase their
respective net asset contributions to the new company, with Siemens to contribute EUR 2.4 billion
and Nokia to contribute EUR 1.7 billion. With its global scale and size, Nokia Siemens Networks is
in a great position to play an industry leading role by developing innovative, cost-efficient
products and services. Nokia Siemens Networks will have one of the world’s best R&D teams, who
will advance the development of product platforms and services for next-generation fixed and mobile
networks.
“In the consolidating telecommunications market Nokia Siemens Networks will offer customers
cost-saving, leading-edge solutions that will also optimally meet their needs with regards to
convergence,” said Nokia CEO Olli-Pekka Kallasvuo.
This view is shared by Klaus Kleinfeld, President and CEO of Siemens AG. “With the launch of Nokia
Siemens Networks, a strong leader with excellent growth potential is entering the top league of the
telecommunications market. In taking this step, we are dramatically strengthening our market
position and creating sustainable value.”
Nokia Siemens Networks will set the highest standards of ethics and integrity. Based on the results
of a pre-closing compliance review, Nokia and Siemens have reached an agreement on compliance and
control processes that are meant to become a benchmark for the entire industry. Since Nokia will
consolidate the financial results of Nokia Siemens Networks, both companies have agreed that the
compliance processes will be based on Nokia’s system and practices. In addition to a strong Finance
and Control organization with centralized reporting systems and robust internal control processes,
Nokia Siemens Networks will have an expanded compliance program including training programs and
defined approval processes for governmental business and for engaging third party consultants in
the sales process. Nokia Siemens Networks has zero tolerance for financial or other
business misconduct and has also defined anti-corruption policies, principles and materials.
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“Ethical behavior is about more than strong policies, programs and processes. It is also about
company culture and individual choice. Integrity will be a prominent and deeply embedded part of
the Nokia Siemens Networks culture,” said Simon Beresford-Wylie, CEO of Nokia Siemens Networks.
As communicated previously, the board of Nokia Siemens Networks will consist of seven members.
Nokia President and CEO, Olli-Pekka Kallasvuo, will chair the board and Siemens CEO, Klaus
Kleinfeld, will act as the vice-chair. The other members of the board are the head of Nokia
Operational Human Resources, Juha Äkräs; Siemens CFO, Joe Kaeser; member of the Siemens managing
board, Eduardo Montes; head of Nokia Technology Platforms, Niklas Savander; and Nokia CFO, Rick
Simonson.
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. Further information is available at www.nokia.com.
Siemens (Berlin and Munich) is a global powerhouse in electrical engineering and electronics. The
company has around 475,000 employees (incl. discontinued operations) 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 over 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 2006 (ended September 30), Siemens had sales of
€87.3 billion and net income of €3.033 billion, according to U.S. GAAP. Further information is
available on the Internet at: www.siemens.com.
Forward-looking disclaimer
Nokia Disclaimer
It should be noted that certain statements herein which are not historical facts, including, without limitation, those regarding: A) the timing of product and solution deliveries; B) our ability to develop, implement and commercialize new products, solutions and technologies; C) expectations regarding market growth, developments and structural changes; D) expectations regarding our mobile device volume growth, market share, prices and margins; E) expectations and targets for our results of operations; F) the outcome of pending and threatened litigation; G) expected timing, scope and effects of the merger of Nokia’s and Siemens’ communications service provider businesses; and H) statements preceded by “believe,” “expect,” “anticipate,” “foresee,” “target,” “estimate,” “designed,” “plans,” “will” or similar expressions are forward-looking statements. Because these statements involve risks and uncertainties, actual results may differ materially from the results that we currently expect. Factors that could cause these differences include, but are not limited to: 1) the extent of the growth of the mobile communications industry, as well as the growth and profitability of the new market segments within that industry which we target; 2) the availability of new products and services by network operators and other market participants; 3) our ability to identify key market trends and to respond timely and successfully to the needs of our customers; 4) the impact of changes in technology and our ability to develop or otherwise acquire complex technologies as required by the market, with full rights needed to use; 5) competitiveness of our product portfolio; 6) timely and successful commercialization of new advanced products and solutions; 7) price erosion and cost management; 8) the intensity of competition in the mobile communications industry and our ability to maintain or improve our market position and respond to changes in the competitive landscape; 9) our ability to manage efficiently our manufacturing and logistics, as well as to ensure the quality, safety, security and timely delivery of our products and solutions; 10) inventory management risks resulting from shifts in market demand; 11) our ability to source quality components without interruption and at acceptable prices; 12) our success in collaboration arrangements relating to development of technologies or new products and solutions; 13) the success, financial condition and performance of our collaboration partners, suppliers and customers; 14) any disruption to information technology systems and networks that our operations rely on; 15) our ability to protect the complex technologies that we or others develop or that we license from claims that we have infringed third parties’ intellectual property rights, as well as our unrestricted use on commercially acceptable terms of certain technologies in our products and solution offerings; 16) general economic conditions globally and, in particular, economic or political turmoil in emerging market countries where we do business; 17) developments under large, multi-year contracts or in relation to major customers; 18) exchange rate fluctuations, including, in particular, fluctuations between the euro, which is our reporting currency, and the US dollar, the Chinese yuan, the UK pound sterling and the Japanese yen; 19) the management of our customer financing exposure; 20) our
Nokia Disclaimer
It should be noted that certain statements herein which are not historical facts, including, without limitation, those regarding: A) the timing of product and solution deliveries; B) our ability to develop, implement and commercialize new products, solutions and technologies; C) expectations regarding market growth, developments and structural changes; D) expectations regarding our mobile device volume growth, market share, prices and margins; E) expectations and targets for our results of operations; F) the outcome of pending and threatened litigation; G) expected timing, scope and effects of the merger of Nokia’s and Siemens’ communications service provider businesses; and H) statements preceded by “believe,” “expect,” “anticipate,” “foresee,” “target,” “estimate,” “designed,” “plans,” “will” or similar expressions are forward-looking statements. Because these statements involve risks and uncertainties, actual results may differ materially from the results that we currently expect. Factors that could cause these differences include, but are not limited to: 1) the extent of the growth of the mobile communications industry, as well as the growth and profitability of the new market segments within that industry which we target; 2) the availability of new products and services by network operators and other market participants; 3) our ability to identify key market trends and to respond timely and successfully to the needs of our customers; 4) the impact of changes in technology and our ability to develop or otherwise acquire complex technologies as required by the market, with full rights needed to use; 5) competitiveness of our product portfolio; 6) timely and successful commercialization of new advanced products and solutions; 7) price erosion and cost management; 8) the intensity of competition in the mobile communications industry and our ability to maintain or improve our market position and respond to changes in the competitive landscape; 9) our ability to manage efficiently our manufacturing and logistics, as well as to ensure the quality, safety, security and timely delivery of our products and solutions; 10) inventory management risks resulting from shifts in market demand; 11) our ability to source quality components without interruption and at acceptable prices; 12) our success in collaboration arrangements relating to development of technologies or new products and solutions; 13) the success, financial condition and performance of our collaboration partners, suppliers and customers; 14) any disruption to information technology systems and networks that our operations rely on; 15) our ability to protect the complex technologies that we or others develop or that we license from claims that we have infringed third parties’ intellectual property rights, as well as our unrestricted use on commercially acceptable terms of certain technologies in our products and solution offerings; 16) general economic conditions globally and, in particular, economic or political turmoil in emerging market countries where we do business; 17) developments under large, multi-year contracts or in relation to major customers; 18) exchange rate fluctuations, including, in particular, fluctuations between the euro, which is our reporting currency, and the US dollar, the Chinese yuan, the UK pound sterling and the Japanese yen; 19) the management of our customer financing exposure; 20) our
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ability to recruit, retain and develop appropriately skilled employees; 21) the impact of changes
in government policies, laws or regulations; as well as 22) the risk factors specified on
pages 12 — 24 of the company’s annual report on Form
20-F for the year ended December 31, 2006 under “Item 3.D Risk Factors.” 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. Nokia does not
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.”
Siemens Disclaimer
This document contains forward-looking statements and information — that is, statements related to future, not past, events. These statements may be identified by words as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning. Such statements are based on our current expectations and certain assumptions, and are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are beyond Siemens’ control, affect its operations, performance, business strategy and results and could cause the actual results, performance or achievements of Siemens worldwide to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. For us, particular uncertainties arise, among others, from: changes in general economic and business conditions (including margin developments in major business areas); the challenges of integrating major acquisitions and implementing joint ventures and other significant portfolio measures; changes in currency exchange rates and interest rates; introduction of competing products or technologies by other companies; lack of acceptance of new products or services by customers targeted by Siemens worldwide; changes in business strategy; the outcome of investigations and legal proceedings as well as various other factors. More detailed information about certain of these factors is contained in Siemens’ filings with the SEC, which are available on the Siemens website, www.siemens.com and on the SEC’s website, www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant forward-looking statement as expected, anticipated, intended, planned, believed sought, estimated or projected. Siemens does not intend or assume any obligation to update or revise these forward-looking statements in light of developments which differ from those anticipated.
This document contains forward-looking statements and information — that is, statements related to future, not past, events. These statements may be identified by words as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning. Such statements are based on our current expectations and certain assumptions, and are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are beyond Siemens’ control, affect its operations, performance, business strategy and results and could cause the actual results, performance or achievements of Siemens worldwide to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. For us, particular uncertainties arise, among others, from: changes in general economic and business conditions (including margin developments in major business areas); the challenges of integrating major acquisitions and implementing joint ventures and other significant portfolio measures; changes in currency exchange rates and interest rates; introduction of competing products or technologies by other companies; lack of acceptance of new products or services by customers targeted by Siemens worldwide; changes in business strategy; the outcome of investigations and legal proceedings as well as various other factors. More detailed information about certain of these factors is contained in Siemens’ filings with the SEC, which are available on the Siemens website, www.siemens.com and on the SEC’s website, www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant forward-looking statement as expected, anticipated, intended, planned, believed sought, estimated or projected. Siemens does not intend or assume any obligation to update or revise these forward-looking statements in light of developments which differ from those anticipated.
Media Inquiries
Siemens
|
Nokia | |
Dr. Constantin Birnstiel
|
Press Office | |
Phone: +49 89 636 36669
|
Phone: +358 7180 34900 | |
E-Mail: constantin.birnstiel@siemens.com
|
E-Mail: press.office@nokia.com |
Siemens AG
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Information Number: AXX200703.59 e | |
Corporate Communications
|
Dr. Constantin Birnstiel | |
Media Relations
|
D-80312 Munich | |
80312 Munich
|
Phone: +49-89 636 36669; Fax: -32825 | |
| E-mail:constantin.birnstiel@siemens.com |
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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.
| SIEMENS AKTIENGESELLSCHAFT | ||||||
| Date: March 14, 2007 | /s/ Dr. Ralf P. Thomas | |||||
| Name: | Dr. Ralf P. Thomas | |||||
| Title: | Corporate Vice President and Controller | |||||
| /s/ Dr. Klaus Patzak | ||||||
| Name: | Dr. Klaus Patzak | |||||
| Title: | Corporate Vice President | |||||
| Financial Reporting and Controlling | ||||||