Navteq Shareholders Approve Nokia Merger Plan

Navteq Corp. said Wednesday that its stockholders have approved the company’s pending merger deal with Finnish mobile phone giant Nokia.

Shareholders representing more than 75 percent of the issued and outstanding shares of common stock eligible to vote and nearly 100 percent of the total votes cast at the special meeting Wednesday, voted in favor of the merger agreement. That move follows the company’s announcement late last week that it had received early termination of the mandatory waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act.

Nokia plans to acquire Navteq for about $8.1 billion (€5.7 billion).

Upon satisfaction of the remaining closing conditions, under the terms of the merger deal each outstanding share of the common stock of Navteq will be converted into the right to receive $78 in cash, without interest, and Navteq will survive the merger as a wholly-owned subsidiary of Nokia Inc., according to the company. All unvested options to purchase common stock will accelerate and vest in full immediately prior to the consummation of the merger. Option holders will receive a cash payment for each option held equal to the excess of $78 over the applicable option exercise price, less taxes.