MERGER and LISTING PROSPECTUS 8 August 2019
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MERGER AND LISTING PROSPECTUS 8 August 2019 The Boards of Directors of Tieto Corporation (“Tieto”) and EVRY ASA (“EVRY”) have concluded, on 18 June 2019, a merger agreement (the “Merger Agreement”) concerning the combination of the business operations of the companies and have signed, on 26 June 2019, a merger plan (the “Merger Plan”), according to which EVRY shall be merged into Tieto through a statutory cross-border merger in such a manner that all assets and liabilities of EVRY shall be transferred without a liquidation procedure to Tieto (the “Merger”). The Boards of Directors of Tieto and EVRY have on 22 July 2019 and 6 August 2019, respectively, proposed that the Extraordinary General Meetings of Tieto and EVRY, convened to be held on 3 September 2019 and 2 September 2019 respectively, would resolve upon the Merger as set forth in the Merger Plan. The completion of the Merger is subject to, inter alia, approval by the Extraordinary General Meetings of Tieto and EVRY, obtaining of necessary merger control approvals by the relevant competition authorities, fulfillment of other conditions to completion set forth in the Merger Agreement and the Merger Plan or waiver of such conditions. Furthermore, the completion of the Merger requires that the Merger Agreement has not been terminated in accordance with its provisions, and that the execution of the Merger is registered with the trade register maintained by the Finnish Patent and Registration Office (the “Finnish Trade Register”). Information on the conditions for the completion of the Merger included in the Merger Agreement and the Merger Plan is presented in the section “Merger of Tieto and EVRY – Merger Plan – Conditions for the Merger” and in the Merger Plan, which is attached to this merger and listing prospectus (the “Merger Prospectus”) as Appendix D. The Merger shall be completed on the date of registration of the execution of the Merger with the Finnish Trade Register (the “Effective Date”). The planned Effective Date is 1 February 2020 (effective registration time approximately at 00:01:01). The planned Effective Date is not binding and the actual Effective Date may be earlier or later than the above date. EVRY shall automatically dissolve on the Effective Date. The Merger is based on an exchange ratio reflecting a relative value of Tieto and EVRY of 58.5:41.5 (the “Exchange Ratio”). The shareholders of EVRY shall receive as merger consideration 0.1200 new shares in Tieto (the “Merger Consideration Shares”) and in addition to Merger Consideration Shares, NOK 5.28 in cash (“Merger Consideration Cash”) for each share owned by them in EVRY (the Merger Consideration Cash and the Merger Consideration Shares are together referred to as the “Merger Consideration”). As the primary alternative, Tieto expects to deliver the Merger Consideration Shares through a depository interest arrangement in the Norwegian Verdipapirsentralen (“VPS”). Alternatively, as a secondary alternative the Merger Consideration Shares may be delivered as depository receipts registered in VPS or as directly held shares in the Combined Company in the book-entry securities system maintained by Euroclear Finland Ltd. (“Euroclear Finland”). The allocation of the Merger Consideration will be based on the shareholding in EVRY at a record date to be set in connection with the completion of the Merger. No Merger Consideration will be issued with respect to shares in EVRY held by EVRY itself or by Tieto. On the date of this Merger Prospectus, the total number of Merger Consideration Shares is expected to be approximately 44,316,519, and the total number of the Combined Company’s shares would thus be 118,425,771 (each a “Share” and collectively the “Shares”). The Merger Consideration shall be paid to the shareholders of EVRY on the Effective Date or as soon as reasonably possible thereafter in accordance with the practices followed by Euroclear Finland and VPS. See “Merger of Tieto and EVRY – Merger Plan – Merger Consideration”. Tieto intends to apply for the Merger Consideration Shares to be listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) and the main market of Nasdaq Stockholm AB (“Nasdaq Stockholm”) (the “Listing”). The application for the Listing shall be done prior to the Effective Date. The trading in the Merger Consideration Shares on the official list of Nasdaq Helsinki and the main market of Nasdaq Stockholm is expected to begin approximately on the Effective Date or as soon as possible thereafter. In addition, Tieto and EVRY will seek to ensure that, primarily, the Combined Company’s Shares through a depository interest arrangement, or, secondarily, the depository receipts or directly- held shares of the Combined Company will be listed on Oslo Børs in connection with the completion of the Merger or as soon as possible thereafter (the “Oslo Listing”). The Merger will combine strong digital competences and industry software with advanced cloud and infrastructure services. Based on Tieto’s and EVRY’s 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 Merger 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, and is expected to create value for shareholders through targeted cost synergies. See “Information on the Combined Company”. For risk factors involved in investing in the Combined Company, see “Risk factors”. FINANCIAL ADVISERS TO TIETO FINANCIAL ADVISER TO EVRY W/9308168/v2 INFORMATION ON THE MERGER PROSPECTUS Tieto has prepared and published this Merger Prospectus in order to issue Merger Consideration Shares to the shareholders of EVRY, list the Merger Consideration Shares on Nasdaq Helsinki and Nasdaq Stockholm, and to seek the Oslo Listing. The Merger Prospectus has been prepared in accordance with the following regulations: the Finnish Securities Market Act (746/2012, as amended) (the “Finnish Securities Market Act”), Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (“Prospectus Regulation”), Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004, as well as the regulations and guidelines issued by the Finnish Financial Supervisory Authority (“FIN-FSA”). The Merger Prospectus also contains the summary, which has been translated into Finnish. This Merger Prospectus has been prepared in English and has been approved by the FIN-FSA, as the competent authority under the Prospectus Regulation. The FIN-FSA only approves this Merger Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the FIN-FSA of this Merger Prospectus shall not be considered as an endorsement of the issuer that is the subject of this Merger Prospectus. The Merger Prospectus has been drawn up as a simplified prospectus in accordance with Article 14 of the Prospectus Regulation. The journal number of the FIN-FSA’s decision of approval is FIVA 36/02.05.04/2019. For the purposes of the Listing, the Merger Prospectus and a Swedish translation of its summary will be notified to the Swedish Financial Supervisory Authority in accordance with the Prospectus Regulation. In the event that the Oslo Listing is carried out as contemplated, the Merger Prospectus will be notified to the Financial Supervisory Authority of Norway in accordance with the Prospectus Regulation. Tieto is responsible for the translations of the summary, except to the extent they concern information on EVRY, for which information EVRY is responsible. In the Merger Prospectus, prior to the Effective Date, any reference to “Tieto” or “Tieto Group” means Tieto Corporation and its subsidiaries on a consolidated basis, except where it is clear from the context that the term means Tieto Corporation or a particular subsidiary or business group only. Prior to the Effective Date, any reference to “EVRY” or “EVRY Group” means EVRY ASA and its subsidiaries on a consolidated basis, except where it is clear from the context that the term means EVRY ASA or a particular subsidiary or business group only. However, references to the shares, share capital and corporate governance of Tieto or EVRY refer to the shares, share capital and corporate governance of Tieto Corporation or EVRY ASA. The term “Combined Company” shall refer to Tieto as of the Effective Date, once EVRY has merged into Tieto. Shareholders and investors should rely solely on the information contained in the Merger Prospectus as well as in the stock exchange releases published by Tieto or EVRY. No person has been authorized to provide any information or give any statements other than those provided in the Merger Prospectus. Delivery of the Merger Prospectus shall not, under any circumstances, indicate that the information presented in the Merger Prospectus is correct on any day other than on the date of the Merger Prospectus, or that there would not have been any adverse changes or events after the date of the Merger Prospectus, which could have an adverse effect on Tieto’s, EVRY’s or the Combined Company’s business, financial position or results of operations. However, if a fault or omission is discovered in this Merger Prospectus before the validity period of the Merger Prospectus has expired and such fault or omission may be of material importance to investors, the Merger Prospectus shall be supplemented in accordance with the Finnish Securities Market Act.