Ericsson completed divestment of majority stake in MediaKind
On February 1, 2019 Ericsson announced that it had closed the divestment of its MediaKind business to the private equity firm One Equity Partners. As
previously announced, One Equity Partners is the majority owner, while Ericsson retains 49% of the shares after the transaction on January 31, 2019.
Ericsson to acquire Kathreins antenna and filters business
On February 25, 2019 Ericsson announced that it intends to acquire Kathreins antenna and filter business. The acquisition will include
Kathreins antenna and filter business for mobile networks and will add around 4,000 professionals in R&D, production, and sales.
The
acquisition is an asset deal where certain assets and liabilities are acquired by Ericsson at closing, which is expected in Q3 2019. The business will be added as a separate unit in Business Area Networks and will be reported in Segment Networks,
with a positive contribution to 2020 profitability targets. Preliminary and unaudited revenues from the part of Kathrein to be acquired were approximately EUR 270 million in 2018, excluding sales to Ericsson. The parties have agreed to keep the
purchase price undisclosed.
The closing of the acquisition is subject to customary conditions and approvals from relevant regulatory authorities.
Ericsson announced changes to Executive Team
On
March 12, 2019, Ericsson announced that Rafiah Ibrahim would leave her position as Senior Vice President and Head of Market Area Middle East & Africa and take on a role as advisor to CEO Börje Ekholm. Rafiah Ibrahim, who has held
her current position since April 1, 2017, will assume her new role effective August 31, 2019. She will leave the Ericsson Executive Team effective the same date.
Resolutions at the AGM
On March 27, 2019, Ericsson
held its AGM in Kista, Stockholm. The proposed dividend of SEK 1.00 per share was approved by the AGM.
In accordance with the proposal of the Nomination
Committee, Ronnie Leten was
re-elected
as Chair of the Board and Jon Fredrik Baksaas, Jan Carlson, Nora Denzel, Börje Ekholm, Eric A. Elzvik, Kurt Jofs, Ronnie Leten, Kristin S. Rinne, Helena Stjernholm
and Jacob Wallenberg were
re-elected
as Board members.
In accordance with the Board of Directors proposal,
the AGM resolved to approve the Guidelines for remuneration to Group Management and the implementation of a Long-Term Variable Compensation Program 2019 for members of the Executive Team.
Ongoing litigation with Intellectual Ventures
The
company Intellectual Ventures (IV) has previously filed a number of patent infringement lawsuits in the United States accusing Ericsson and some of Ericssons U.S. customers of patent infringement. In February 2019, in one of the lawsuits
in the Eastern District of Texas, a jury awarded IV damages of USD 43 million in one of those lawsuits. Ericsson disagrees with the jurys verdict and intends to appeal. Separately, the Patent Trial and Appeal Board has instituted a review
of the patents that were the subject of the February 2019 trial, following its finding that there is a reasonable likelihood that those patents are unpatentable. The next case in the Eastern District of Texas is currently set to go to trial in May
2019. As a result of the lawsuits filed by IV, Ericsson may be required to indemnify its customers and/or pay IV damages.
POST-CLOSING EVENTS
Investigation into Ericssons patent licensing practices in China
On April 11, 2019, Ericsson was informed by the Chinese SAMR (State Administration for Market Regulation) Anti-Monopoly Bureau that they have initiated an
investigation into Ericssons patent licensing practices in China. Ericsson is cooperating with the investigation.
Over the past decades, Ericsson
has made substantial investments in technology research and standards development in the mobile industry. These consistent investments in R&D have made Ericsson a leading innovator and the driving force in the creation of each new generation of
cellular technology.
In order to provide access to its patented technology to others, and also to get a fair return on its heavy investments, Ericsson
has a patent licensing program that offers licenses to implementers of the cellular standards on FRAND (Fair, Reasonable and
Non-Discriminatory)
terms and conditions. Ericsson has always been committed to
these FRAND principles, as they ensure a balance between contributors to the standards and implementers of the technology, thus accelerating the development and adoption of new technologies in our industry.
SEC and DOJ inquiries
As previously disclosed, Ericsson
has been voluntarily cooperating since 2013 with an investigation by the United States Securities and Exchange Commission (SEC) and, since 2015, with an investigation by the United States Department of Justice (DOJ) into Ericssons compliance
with the U.S. Foreign Corrupt Practices Act (FCPA). The Company continues to cooperate with the SEC and the DOJ, and has recently begun settlement discussions. These discussions are in a very early stage and therefore the Company is not able to
estimate their length. Further, as this is an ongoing legal matter Ericsson cannot provide any detail. However, based on the current status of the discussions, it is the Companys assessment that the resolution of these matters will result in
material financial and other measures, the magnitude and impact of which cannot be reliably estimated or ascertained at this time. Potential future cash outflows are currently not capable of being reliably estimated. Accordingly, no provisions have
been recorded for such potential exposure.
Ericsson continuously seeks to strengthen its ethics and compliance program with risk-relevant policies,
processes and tools for preventing, detecting and remediating
non-compliance.
These efforts have been further reinforced in recent years. In addition, in 2016 the Board hired an independent compliance advisory
firm to assist the Company and the Board on compliance related matters. Their recommendations are currently being implemented. Recent improvement efforts focused on the following areas: people and culture (including tone from the top, senior
leadership vetting, disciplinary processes, and training), third party engagements (including resources, policies, controls and processes), compliance and investigation capabilities (including resources, policies, governance, processes and tools),
and internal control capabilities (including resources, governance, processes and tools).
The Company is committed to having a robust and
fit-for-purpose
compliance program and is continuously looking to improve on ways to better manage its compliance risks throughout the Company with due effort and attention.