05 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE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.
The Finnish Financial Supervisory Authority has today on 5 November 2019
approved a supplement (the "Supplement") to the English language merger and
listing prospectus (the "Merger Prospectus"), in respect of the cross-border
merger of EVRY ASA ("EVRY") into Tieto Corporation ("Tieto"). The Supplement
also concerns information presented in the Finnish language translation of the
summary of the Merger Prospectus.
The Supplement has been prepared due to the announcement of Tieto's and EVRY's
unaudited interim reports for the nine-month period ended 30 September 2019 on
24 October 2019 and 31 October 2019, respectively.
In addition, the Merger Prospectus is also supplemented in respect of certain
other developments in relation to the merger of Tieto and EVRY which have been
announced by the companies after the approval of the Merger Prospectus on 8
August 2019. These include the announcement of resolutions of the companies'
Extraordinary General Meetings, a governance agreement between Lyngen Holdco
S.A.R.L, Cevian Capital Partners Limited and Solidium Oy relating to Tieto, the
planned Group Leadership and structure for the combined TietoEVRY,
employee representatives to the Board of Directors of TietoEVRY and the
reception of all required regulatory approvals for completing the merger,
including competition clearances.
A certificate of approval of the Supplement, with a copy of the Supplement will
be notified to the competent authority of Norway in accordance with Regulation
(EU) 2017/1129 (the "Prospectus Regulation"). In addition, a certificate of
approval of the Supplement, with a copy of the Supplement as well as a Swedish
language translation of the summary of the Merger Prospectus, as amended through
the Supplement, will be notified to the competent authority of Sweden in
accordance with the Prospectus Regulation.
The Supplement, together with the previously published Merger Prospectus, will
be available as of 6 November 2019 on Tieto's website at www.tieto.com/tietoevry
and on EVRY's website at www.evry.com, as well as in printed form at the offices
of Tieto at Keilalahdentie 2-4, FI-02150 Espoo, Finland, at the offices of EVRY
at Snarøyveien 30A, 1360 Fornebu, Bærum, Norway and at the reception of Nasdaq
Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland.
For further information, please contact:
Kjell Arne Hansen, Head of Group Treasury, tel +47 95040372, kjell.hansen (at)
Unni Strømstad, EVP Communications & Marketing, tel +47 9775 3453,
unni.stromstad (at) evry.com
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.
This announcement is not an offer to sell or a solicitation of any offer to buy
any securities issued by Tieto Corporation ("Tieto" or the "Company") 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
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 and www.evry.com. 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
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