29 November 2019
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.
EVRY ASA ("EVRY") and Tieto Corporation ("Tieto") announce that the Norwegian
Competition Authority ("NCA") has given its final approval for the completion of
the merger of EVRY into Tieto (the "Merger"). In addition to the clearance from
the NCA, all other conditions for the completion of the Merger have also been
fulfilled. The companies therefore announce that they will complete the Merger.
The execution of the Merger is expected to be registered at the Finnish Trade
Register on 5 December 2019, which will be the effective date of the Merger.
Upon the completion of the Merger, the name of the combined company will be
TietoEVRY Corporation ("TietoEVRY").
Clearance from the NCA and fulfilment of conditions for completing the Merger
On 1 November 2019, EVRY and Tieto announced that all required regulatory
approvals, including competition clearances, had been received for completing
the Merger. It was announced that the competition clearance from the Norwegian
Competition Authority was subject to divestment of EVRY's case management and
archiving systems for the public sector in Norway (the "Relevant Business Unit")
prior to the closing of the Merger.
In this respect, EVRY has entered into an agreement with Karbon Invest AS (the
"Purchaser") regarding a sale by EVRY Norge AS to the Purchaser of the Relevant
Business Unit, whereby the Purchaser will acquire the Relevant Business Unit
(the "Transaction"). EVRY Norge AS will prior to closing of the Transaction
transfer the Relevant Business Unit to a separate holding company, Sikri AS, and
it is the shares in Sikri AS which subsequently will be sold to the Purchaser.
The Relevant Business Unit has approximately 100 employees and is expected to
generate revenue of around NOK 150 million in 2019.
Completion of the Transaction is not subject to any conditions of material
substance, and it is expected that the Transaction will close in Q4 2019 or Q1
2020.
The execution of the agreement between EVRY and the Purchaser satisfies the
Norwegian Competition Authority's remedy requirement for the Merger, and
therefore the standstill obligation for the Merger has been lifted.
With the fulfillment of all conditions for completing the Merger confirmed, EVRY
and Tieto have decided to file for registration of the Merger as of 5 December
2019.
Issuing of new Tieto shares as merger consideration to the shareholders of EVRY
The shareholders of EVRY will receive 0.12 new shares in TietoEVRY and NOK 5.28
in cash for each share in EVRY owned by them as merger consideration. The total
number of shares issued as merger consideration will be 44,316,519. The merger
consideration shares are intended to be registered at the Finnish Trade Register
on 5 December 2019, and trading of the new shares on the main market of Nasdaq
Helsinki Ltd and Nasdaq Stockholm AB and on the Oslo Børs is expected to
commence on 5 December 2019. As a result of the registration of the execution of
the Merger, the total number of shares in TietoEVRY will increase to 118,425,771
shares.
The merger consideration shares are expected to be delivered to EVRY
shareholders on or about 9 December and the cash consideration is expected to be
delivered to EVRY shareholders on or about 11 December 2019.
For further information, please contact:
Kjell Arne Hansen, Head of Group Treasury, tel +47 95040372, kjell.hansen (at)
evry.com
Unni Strømstad, EVP Communications & Marketing, tel +47 9775 3453,
unni.stromstad (at) evry.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.
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.
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy
any securities issued by Tieto Corporation ("Tieto") or EVRY ASA ("EVRY") in any
jurisdiction where such offer or sale would be unlawful.
In any EEA Member State, other than Finland or Norway, where Regulation (EU)
2017/1129 (the "Prospectus Regulation") is applicable, this communication is
only addressed to and is only directed at "qualified investors" in that Member
State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the
securities described herein is only being distributed to, and is only directed
at, and any investment or investment activity to which this document relates is
available only to, and will be engaged in only with, "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation who are (i)
persons having professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"): or (ii) high net worth entities falling within Article 49(2)(a) to (d)
of the Order: or (iii) other persons to whom it may otherwise be lawfully
communicated (all such persons together being referred to as "relevant
persons"). In the United Kingdom, persons who are not relevant persons should
not take any action on the basis of this document and should not act or rely on
it.
This document is not a prospectus for the purposes of the Prospectus Regulation.
A prospectus prepared pursuant to the Prospectus Regulation can be obtained from
www.tieto.com/tietoevry. Investors should not subscribe for any securities
referred to in this document except on the basis of information contained in the
prospectus.
No part of this release, nor the fact of its distribution, should form the basis
of, or be relied on in connection with, any contract or commitment or investment
decision whatsoever. The information contained in this release has not been
independently verified. No representation, warranty or undertaking, expressed or
implied, is made as to, and no reliance should be placed on, the fairness,
accuracy, completeness or correctness of the information or the opinions
contained herein. Neither Tieto nor EVRY, nor any of their respective
affiliates, advisors or representatives or any other person, shall have any
liability whatsoever (in negligence or otherwise) for any loss however arising
from any use of this release or its contents or otherwise arising in connection
with the release. Each person must rely on their own examination and analysis of
Tieto, EVRY, their respective subsidiaries, their respective securities and the
Merger, including the merits and risks involved.
This release includes "forward-looking statements." These statements may not be
based on historical facts, but are statements about future expectations. When
used in this release, the words "aims," "anticipates," "assumes," "believes,"
"could," "estimates," "expects," "intends," "may," "plans," "should," "will,"
"would" and similar expressions as they relate to Tieto, EVRY, the Merger or the
combination of the business operations of Tieto and EVRY identify certain of
these forward-looking statements. Other forward-looking statements can be
identified in the context in which the statements are made. Forward-looking
statements are set forth in a number of places in this release, including
wherever this release include information on the future results, plans and
expectations with regard to the combined company's business, including its
strategic plans and plans on growth and profitability, and the general economic
conditions. These forward-looking statements are based on present plans,
estimates, projections and expectations and are not guarantees of future
performance. They are based on certain expectations, which, even though they
seem to be reasonable at present, may turn out to be incorrect. Such forward
-looking statements are based on assumptions and are subject to various risks
and uncertainties. Shareholders should not rely on these forward-looking
statements. Numerous factors may cause the actual results of operations or
financial condition of the combined company to differ materially from those
expressed or implied in the forward-looking statements. Neither Tieto nor EVRY,
nor any of their respective affiliates, advisors or representatives or any other
person undertakes any obligation to review or confirm or to release publicly any
revisions to any forward-looking statements to reflect events that occur or
circumstances that arise after the date of this release.
NOTICE TO EVRY SHAREHOLDERS IN THE UNITED STATES
Any securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered or sold within the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. There is no intention to register any
securities referred to herein in the United States. Any securities referred to
herein are being offered or sold in the United States pursuant to an exemption
from the registration requirements of the Securities Act provided by Rule 802
thereunder.
This document is made for the securities of a foreign company. The document is
subject to disclosure requirements of a foreign country that are different from
those of the United States. Financial statements included in the document, if
any, have been prepared in accordance with foreign accounting standards that may
not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws of the United States, since the issuer
is located in a foreign country, and some or all of its officers and directors
may be residents of a foreign country. You may not be able to sue a foreign
company or its officers or directors in a foreign court for violations of the
U.S. securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the issuer may purchase securities otherwise than under
any transaction referred to herein, such as in open market or privately
negotiated purchases.