Apax, Cevian and Solidium entered into governance agreement concerning the nomination of members of the Board of Directors
In connection with the announcement on 18 June 2019 of a merger agreement to combine Tieto Corporation ("Tieto" or "the company") and EVRY ASA ("EVRY") (the "Merger"), Tieto announced it had been informed that funds advised by Apax Partners LLP, acting through the company Lyngen Holdco S.A.R.L. ("Apax"), Cevian Capital Partners Limited ("Cevian") and Solidium Oy ("Solidium") intended to enter into a binding governance agreement concerning the nomination of members of the Company's Board of Directors.
Tieto has been informed that Apax, Cevian and Solidium have on 3 September 2019 entered into such governance agreement. Based on information received by Tieto, the parties of the agreement have undertaken to vote in Tieto’s general meetings in favour of the election of members to the Board of the Company so that:
(i) no less than (i) two (2) members of the Board shall be persons nominated by Apax so long as Apax's ownership of shares in the Tieto exceeds 10% of all outstanding shares and (ii) no less than one (1) member of the Board shall be a person nominated by Apax so long as Apax ownership of shares in the Tieto exceeds 5% of all outstanding shares;
(ii) no less than one (1) member of the Board shall be a person nominated by Cevian so long as Cevian's ownership of shares in the Tieto exceeds 5% of all outstanding shares; and
(iii) no less than one (1) member of the Board shall be a person nominated by Solidium so long as Solidium's ownership of shares in the Tieto exceeds 5% of all outstanding shares;
(such board members, the "Designated Board Members") provided always that such members shall in no event include more than a minority of the total number of Tieto Board members, without taking into account personnel representatives.
Apax, Cevian and Solidium have also undertaken in all other matters related to the Tieto to act in good faith and use their best efforts to:
(i) ensure that the composition of the Tieto's Board is in compliance at all times with the recommendations set out in the Finnish Corporate Governance Code regarding the independence of directors both vis-à-vis the company and its significant shareholders;
(ii) take all actions that are necessary for and consistent with upholding and supporting the governance structures set out in the agreement and their efficient operation;
(iii) refrain from endeavouring to reduce the total number of members in the Tieto's Board from its current number of nine members; and
(iv) if a Board member other than a Designated Board Member resigns or otherwise ceases to be a Board member at any time and such event results in the number of members of the Board becoming less than nine, cause an extraordinary shareholders meeting of the company to be convened to elect one or more new Board members who shall be independent of each of the Parties.
According to information received by Tieto, Apax, Cevian and Solidium have received a statement from the Finnish Financial Supervisory Authority (“FIN-FSA”) to the effect that the Agreement does not, as such, constitute acting in concert as defined under the Finnish Securities Market Act (746/2012, as amended).
The Agreement shall enter into force and be binding upon the Parties only (i) upon the completion of the merger between Tieto Corporation and EVRY ASA, (ii) and no earlier than the date prior to the date of the general meeting following the completion of the said merger that shall elect board members to the Tieto.
TietoEVRY is not aware of any other shareholder or governance agreements.