Tieto and EVRY joining forces to create a leading Nordic digital services company

Tieto Corporation INSIDE INFORMATION 18 June 2019, 8.00 am EET

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Tieto and EVRY joining forces to create a leading Nordic digital services company

Tieto and EVRY have today announced a merger agreement to create one of the most competitive digital services and software companies in the Nordics. With combined revenue of close to EUR 3 billion and 24,000 professionals, the combined company will be well positioned to create digital advantages for Nordic enterprises and society. The transaction will be highly complementary from a geographical, offering and customer perspective.

The Boards of Directors of Tieto Corporation (“Tieto”) and EVRY ASA (“EVRY”) today jointly announce the agreement to combine the two companies through a cross-border merger. The foundation of the merger is based on highly complementary businesses in Norway, Finland and Sweden.

Key transaction highlights include

• The shareholders of EVRY will receive 0.12 new shares in Tieto and NOK 5.28 in cash for each share in EVRY
• Support and pre-commitments from the largest shareholders in both Tieto and EVRY
• Annual cost synergies of EUR 75 million identified
• Completion of the merger is conditional on approval of the respective EGMs of Tieto and EVRY, and customary merger control approvals
• EGMs are expected to take place in September 2019 at the latest and completion during the fourth quarter of 2019, or during the first quarter of 2020 at the latest, subject to all regulatory approvals having been obtained x Combined company to be named TietoEVRY
• Tieto's Shareholders’ Nomination Board and the Board of Directors propose to the EGM that Tomas Franzén will chair the Board of Directors consisting of Tieto and EVRY Board members
• Kimmo Alkio will be Chief Executive Officer of the combined company
• The shares of TietoEVRY will be listed in Helsinki, Stockholm and Oslo

Rationale of the combination

• Strong combined digital competence
• Broader offering to customers and better access to talent
• Highly complementary businesses in Norway, Finland and Sweden
• A significant step towards becoming one of the largest digital service companies also in Sweden
• Significant cost savings potential on at least selling, general and administrative expenses, delivery efficiency and investment rationalization

The merger will combine strong digital competences and industry software with advanced cloud and infrastructure services. Based on the companies’ product and competence portfolios, there is potential to increase the competitiveness for the benefit of customers and employees – and potential to grow across businesses. The transaction will be highly complementary from a geographical, offering and customer perspective. It will also create one of the largest digital services communities in the Nordics. The merger further drives scale, longer-term revenue synergies, as well as innovation through combined targeted investments.

The combination is expected to create value for shareholders through targeted cost synergies of around EUR 75 million annually, to be achieved through efficiencies in delivery and selling, general and administrative expenses, and portfolio and investment rationalization. The companies expect that around 60% of savings will be achieved by the end of 2021 and 90% by the end of 2022. The companies estimate that non-recurring implementation costs, anticipated to materialize by 2022 will amount to EUR 120–140 million. Tieto and EVRY will inform, consult and/or negotiate with the respective employee representatives and/or unions about the social, financial and legal consequences of the contemplated merger in accordance with applicable laws and regulations. TietoEVRY will continue examining the synergy possibilities further.

“This combination announced today will create a company well-positioned to facilitate digital transformation across the Nordics for the benefit of our customers, employees, shareholders and society. With continued investments in our people, latest technologies such as robotics, cloud and artificial intelligence, the combination will create a competitive digital partner for our customers. We have a strong cultural foundation based on Nordic values with upmost respect for every individual and focus on life-long learning. I believe we will create exciting opportunities for professional and personal growth for employees in both companies – and a strong value proposition for our customers. Together we have the opportunity to accelerate the pace of change and innovation in the industry and bring the benefits of the digital world to our customers faster and more effectively. I foresee a very exciting journey ahead”, says Kimmo Alkio, President and CEO.

“During the last few years, EVRY has taken important steps and become a preferred partner for digital transformation to our customers. EVRY and Tieto share strong Nordic values promoting openness, trust and diversity. I believe that the new company will attract the right competence, customers and partners,” says Per Hove, CEO of EVRY.

Read the full pdf version of the release

For further information, please contact:

Tieto Investors: Tomi Hyryläinen, CFO, tel. +358 50 555 0363, tomi.hyrylainen (at) tieto.com Media: Kia Haring, Head of Global Communications and Corporate Responsibility, +358 40 765 3700, kia.haring (at) tieto.com

EVRY Investors: Henrik Schibler, CFO, tel +47 4001 0303, henrik.schibler (at) evry.com Media: Unni Strømstad, EVP Communications & Marketing, tel +47 9775 3453, unni.stromstad (at) evry.com,

TIETO CORPORATION DISTRIBUTION Nasdaq Helsinki Principal Media

Tieto aims to capture the significant opportunities of the data-driven world and turn them into lifelong value for people, business and society. We aim to be customers’ first choice for business renewal by combining our software and services capabilities with a strong drive for co-innovation and ecosystems. Headquartered in Finland, Tieto has around 15 000 experts in close to 20 countries. Tieto’s turnover is approximately EUR 1.6 billion and shares listed on NASDAQ in Helsinki and Stockholm. www.tieto.com

EVRY is a leading Nordic tech and consulting company. Together with our customers and an ecosystem of the best global digital experts, we shape the future today by applying new technologies to improve end user experiences, and the performance of people, processes and systems. We are close to our customers and represent a Nordic mindset on responsibility, quality and security. We leverage our Nordicness to do business in more than 18 countries. EVRY is listed on Oslo Stock Exchange. Our 8 800 employees are passionate about creating digital advantage and shaping the future – today.