Tieto and EVRY joining forces to create a leading Nordic digital services company
Tieto Corporation INSIDE INFORMATION 18 June 2019, 8.00 am EET
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE
TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR
REGULATIONS OF SUCH JURISDICTION.
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
· 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.
The terms of the merger in brief
The proposed combination will take the form of a taxable statutory cross-border
absorption merger of EVRY into Tieto pursuant to the Norwegian and Finnish
Companies Acts. As merger consideration, the shareholders of EVRY will receive
0.12 new shares in Tieto and NOK 5.28 in cash for each share in EVRY. EVRY’s
shareholders will receive approximately 37.5% ownership in the combined company
and a total cash consideration of approximately EUR 200 million. In aggregate,
44.3 million new shares in Tieto are expected to be issued as part of the
merger.
Based on the 17 June 2019 closing share price of the Tieto share, the proposed
combination values EVRY at NOK 35.48 per share, representing a premium of 13.6%
compared to the last three-month traded volume-weighted average share price of
NOK 31.23 (adjusted for dividends (excluding dividend of NOK 1.75 for dates
prior to ex-dividend date)) and 15.4% compared to the closing price of NOK 30.75
on 17 June 2019.
As a consequence of the completion of the merger, EVRY will dissolve. The
statutory taxable merger will not trigger Norwegian withholding tax consequences
for EVRY's shareholders.
Completion of the merger is subject to approval by two thirds of the shares and
votes of Tieto and EVRY at the respective Extraordinary General Meetings
(“EGMs”), which are currently expected to be held in September 2019 at the
latest. Tieto’s largest shareholders Cevian Capital Partners Ltd (“Cevian”) and
Solidium Oy (“Solidium”) and EVRY’s largest shareholder Funds advised by Apax
Partners LLP, acting through the company Lyngen Holdco S.A.R.L. (“Apax”), have
irrevocably undertaken to attend the respective EGMs and vote in favour of the
merger.
Completion of the merger is also subject to obtaining necessary merger control
approvals as well as other customary closing conditions, but is not subject to
any conditions with respect to financing, due diligence or material adverse
change.
Tieto and EVRY will in due course announce the filing of the merger plan with
the Finnish Trade Register and the Norwegian Register of Business Enterprises
separately, and will publish the official Finnish and Norwegian language
versions and the English language version of the merger plan in connection
therewith. The merger plan will contain information, inter alia, on the merger
consideration to EVRY shareholders, the planned timetable for completion of the
merger and the complete set of conditions for the completion of the merger.
Further information about the combination, the merger and the combined company
will also be available in a merger prospectus to be published by Tieto prior to
the EGMs of Tieto and EVRY. The companies will publish the invitations to their
respective EGMs through separate stock exchange releases later.
It is expected that the closing of the merger will take place during the fourth
quarter of 2019, or during the first quarter of 2020 at the latest, subject to
all regulatory approvals having been obtained and other conditions to completion
having been fulfilled.
Financing
Tieto has obtained a commitment for financing of the merger from Nordea Bank Abp
and Skandinaviska Enskilda Banken AB (publ). The new financing arranged in
connection with the combination consists of a EUR 300 million Bridge Loan
Facility and a EUR 400 million Term Loan Facility, each available from the
completion date of the merger. The Bridge Loan Facility has a maturity date
falling twelve (12) months after the signing of the facilities agreement, but
includes an extension option of six (6) months. The maturity of the Term Loan
Facility is 5 years from the signing of the facilities agreement. The facilities
agreement will also include a EUR 250 million Revolving Credit Facility with a
maturity of 5 years, likewise underwritten by Nordea Bank Abp and Skandinaviska
Enskilda Banken AB (publ).
Following the transaction, net debt/EBITDA ratio of the combined company is
anticipated to temporarily increase to above 2.0, including the IFRS 16 impact.
However, the company expects to achieve the targeted level of below 2.0 in the
medium term.
Corporate Governance
The combined company is proposed to be called TietoEVRY. With corporate and
management functions across the Nordics, the company will have its legal
domicile in Espoo, Finland.
The Shareholders' Nomination Board of Tieto, after consultation with the
Nomination Committee of EVRY proposes, that following completion of the merger,
Tomas Franzén will be Chairman of the Board of Directors of the combined
company. Kimmo Alkio will be the Chief Executive Officer of the combined
company, and Per Hove will continue in his role as CEO of EVRY until the closing
of the transaction and work closely with Kimmo Alkio in the integration of the
companies.
The Shareholders’ Nomination Board of Tieto further proposes to the Tieto EGM
that Rohan Haldea, Salim Nathoo and Leif Teksum from the EVRY Board of Directors
will join the Board of the combined company upon completion of the merger. Timo
Ahopelto, Liselotte Hägertz Engstam, Harri-Pekka Kaukonen, Niko Pakalén and
Endre Rangnes from the Tieto Board of Directors are proposed to continue as
members of the Board of Directors, whereas Kurt Jofs and Johanna Lamminen will
resign from the Board of Directors of the combined company with effect from
completion. Furthermore, the employees of the combined company are contemplated
to have a right to nominate four (4) employee representatives as Board members.
Following the combination, Tieto’s shareholders will hold approximately 62.5% in
the combined company and EVRY’s shareholders approximately 37.5%. As a result of
the completion of the merger, EVRY’s largest shareholder, Apax, will become the
largest shareholder of the combined company with an ownership of approximately
20.4%. Tieto’s largest shareholders Cevian and Solidium will own approximately
9.4% and 6.3% respectively.
Apax, Cevian and Solidium have issued non-binding statements of intention
according to which each of Apax, Cevian and Solidium will, through its
representative on TietoEVRY's Shareholders’ Nomination Board, and until the
second annual general meeting of Tieto following the completion of the
combination, support each other’s proposal for member(s) of TietoEVRY's Board of
Directors as follows:
(i) Apax shall nominate (i) two members to TietoEVRY's Board of Directors so
long as Apax’s ownership of shares in TietoEVRY exceeds 10% of all outstanding
shares and (ii) one member to TietoEVRY's Board of Directors so long as Apax’s
ownership of shares in TietoEVRY exceeds 5% of all outstanding shares; (ii)
Solidium shall nominate one member to TietoEVRY's Board of Directors so long as
Solidium’s ownership of shares in TietoEVRY exceeds 5% of all outstanding
shares; and (iii) Cevian shall nominate one member to TietoEVRY's Board of
Directors so long as Cevian’s ownership of shares in TietoEVRY exceeds 5% of all
outstanding shares. The above-mentioned intentions concern only the minority of
TietoEVRY's Board members.
Tieto has been informed that Apax, Cevian and Solidium intend to enter into a
binding governance agreement confirming the above arrangement, provided that
they, upon separate application, obtain from the Finnish Financial Supervisory
Authority a written statement confirming that the governance agreement and the
actions thereunder would not be deemed to constitute acting in concert as
provided in the Finnish Securities Markets Act. In this event, the entry into
the agreement and its main terms will be disclosed separately.
Subject to completion of the merger, Apax has agreed not to increase its post
-completion ownership in TietoEVRY, subject to customary exceptions, until two
years have passed from the completion date of the merger and, during such
period, not to enter into any agreement or arrangement that would enable Apax to
exercise joint control over Tieto or otherwise qualify as acting in concert.
Further, subject to completion of the merger, Apax has agreed to be subject to a
lock-up obligation restricting the sale of two thirds of the shares it will
receive as merger consideration in connection with the completion of the merger
based on its current shareholding in EVRY. One third of the merger consideration
shares received by Apax will be subject to a lock-up period of six (6) months,
and one third subject to a lock-up period of twelve (12) months, in each case
from the completion of the merger, subject to customary carve-outs and certain
additionally agreed permitted sale and financing exceptions.
Until three years have passed from the completion of the merger, Apax has also
agreed not to transfer its shares in TietoEVRY representing more than eight (8)
percent of the total number of outstanding shares in TietoEVRY to certain
designated competitors of TietoEVRY.
Top 8 shareholders of the combined company
Based on the latest available data, excluding Tieto treasury shares and assuming
all current Tieto and EVRY shareholders are shareholders also at the completion
of the merger, the largest eight shareholders of the combined company would be
as follows. The calculation is based on Tieto's and EVRY's actual knowledge and
is indicative only. The calculation may not represent the actual situation at
the completion of the merger or thereafter.
+----------------------------------+--------+-------+
|Shareholder |% Shares|% Votes|
+----------------------------------+--------+-------+
|Apax Partners | 20.4% | 20.4% |
+----------------------------------+--------+-------+
|Cevian Capital | 9.4% | 9.4% |
+----------------------------------+--------+-------+
|Silchester | 7.8% | 7.8% |
+----------------------------------+--------+-------+
|Solidium | 6.3% | 6.3% |
+----------------------------------+--------+-------+
|Folketrygdfondet | 2.0% | 2.0% |
+----------------------------------+--------+-------+
|Polygon | 2.0% | 2.0% |
+----------------------------------+--------+-------+
|Ilmarinen Mutual Pension Insurance| 1.2% | 1.2% |
+----------------------------------+--------+-------+
|State Street and Trust Company | 1.2% | 1.2% |
+----------------------------------+--------+-------+
|Top 8 Shareholders | 50.3% | 50.3% |
+----------------------------------+--------+-------+
|Other | 49.7% | 49.7% |
+----------------------------------+--------+-------+
|Total | 100.0% |100.0% |
+----------------------------------+--------+-------+
| | | |
+----------------------------------+--------+-------+
|Tieto shareholders | 62.5% | 62.5% |
+----------------------------------+--------+-------+
|EVRY shareholders | 37.5% | 37.5% |
+----------------------------------+--------+-------+
Combined company financials
The illustrative unaudited financial information presented below is based on
Tieto’s and EVRY’s audited consolidated financial statements for the year ended
31 December 2018, and unaudited consolidated interim financial information for
the three months ended 31 March 2019. The illustrative statement of financial
position information presented is based on the consolidated statement of
financial position information of both companies as at 31 March 2019.
The illustrative combined financial information is presented for illustrative
purposes only. The illustrative combined income statement information, statement
of financial position and key figures have been presented as if the business had
been carried on in the same group from the beginning of each period. The
illustrative combined net sales, adjusted operating profit and operating profit
of the combined company have been calculated as a sum of Tieto’s and EVRY’s
combined financial information for the twelve months ended 31 December 2018 and
for the three months ended 31 March 2019. The combined statement of financial
position, interest‐bearing net debt and gearing illustrates the impact of the
combination as if it had occurred on 31 March 2019.
The combined financial information is based on a hypothetical situation and
should not be viewed as pro forma financial information in as much as any
purchase price allocation, differences in accounting principles, adjustments
related to transaction costs and impacts of the possible refinancing have not
been taken into account. The expected targeted synergies have not been included.
The actual financial information for the combined group will be calculated based
on the final merger consideration and the fair values of EVRY’s identifiable
assets and liabilities as at the date of completion of the combination,
including the impacts of possible refinancing that is contingent on the
completion of the combination. The combined company’s financial information that
will be published in the future following the completion of the combination
could therefore differ significantly from the illustrative combined financial
information presented below. Accordingly, this information is not indicative of
what the combined company’s actual financial position, results of operations or
key figures would have been had the combination been completed on the dates
indicated. Pro forma financial information will be included in the merger
prospectus assumed to be published during August 2019. Pro forma financial
information in the merger prospectus may differ significantly from the
illustrative combined financial information presented below.
Illustrative
combined
income
statement
information
IFRS for the for the
year three
ended 31 months
December ended 31
2018 March
2019
EUR million Combined Tieto EVRY b) Combined Tieto EVRY a)
Net sales 2,944.4 1,599.5 1,344.9 750.2 408.4 341.8
Operating 261.2 154.7 106.5 61.7 36.8 24.9
profit
(EBIT)
Operating 8.9 9.7 7.9 8.2 9.0 7.3
margin
(EBIT),
%
Adjusted 327.4 162.8 164.6 75.0 40.9 34.1
operating
profit
(EBIT) 1)
Adjusted 11.1 10.2 12.2 10.0 10.0 10.0
operating
profit
margin
(EBIT), % 1)
a) NOK have been translated to EUR with an exchange rate EUR/NOK 9.7418
b) NOK have been translated to EUR with an exchange rate EUR/NOK 9.6006
1) Adjustments included to Combined Adjusted operating profit are based on the
published Financial Statements and Interim Reports of Tieto and EVRY. As EVRY is
not reporting Adjusted Operating profit, the Adjusted Operating profit is
calculated based on the information reported by EVRY as follows: Adjusted EBITA-
Amortisation of customer contracts.
Illustrative combined statement of
financial position and key figures
information
IFRS as at 31 March 2019
EUR million Combined Tieto EVRY a)
Total non-current assets 1) 2,799.2 790.9 1,009.9
Total current assets excluding cash 740.6 435.0 305.6
and cash equivalents
Cash and cash equivalents 1) 2) 36.1 186.3 49.2
Total assets 3,575.8 1,412.2 1,364.6
Total equity 1) 2) 1,519.3 402.5 317.8
Total non-current liabilities 1,053.8 349.6 704.2
Total current liabilitites 2) 1,002.7 660.1 342.6
Total equity and liabilities 3,575.8 1,412.2 1,364.6
a) NOK have been translated to EUR
with an exchange rate EUR/NOK 9.659
IFRS as at 31 March 2019
EUR million Combined Tieto EVRY
Interest bearing net debt 3) 1,095.6 273.2 622.9
Gearing % 4) 72.1 67.9 196.0
a) NOK have been translated to EUR with an exchange rate EUR/NOK 9.659
1) The preliminary merger consideration is EUR 1,316.2 million, which consists
of EUR 1,116.8 million consideration in shares calculated using the 31 May 2019
closing price of Tieto's share, and of EUR 199.4 million consideration in cash.
The difference of EUR 1,592.8 million between the preliminary merger
consideration and EVRY's net assets deducted by EVRY's existing goodwill is
allocated to Non-current assets. Preliminary merger consideration in shares is
allocated to equity and preliminary merger consideration in cash is adjusted
from Cash and cash equivalents.
2) The Annual General Meeting of Tieto held on 21 March 2019 resolved to
distribute approx. EUR 107.2 million as dividends. Amount is included to Tieto's
31 March 2019 consolidated financial statements, and thus to 31 March 2019
Illustrative Combined statement of financial position information as a current
liability and deduction from equity.
The Annual General Meeting of EVRY held on 11 April 2019 resolved to distribute
approx. NOK 646 million ( approx. EUR 66.9 million with end of March 2019
exchange rate) as dividends. Amount is not included to EVRY's 31 March 2019
consolidated financial statements, and thus not taken into account in 31 March
2019 Illustrative Combined Statement of financial position information.
These dividends have been paid during April and May 2019, and thus decreased the
combined cash and cash equivalents in the respective periods after 31 March
2019.
3) Presented as Interest bearing net debt reported by Tieto and Net interest
bearing liabilities reported by EVRY adjusted by the merger consideration in
cash.
4) Interest bearing net debt / Total equity * 100
Following completion of the merger, the combined company anticipates to continue
an attractive dividend practice.
More specific financial guidance for the combined company will be provided after
the completion at the latest.
Merger Agreement
Tieto and EVRY have on 18 June 2019 entered into a merger agreement, pursuant to
which Tieto and EVRY have agreed to combine their business operations through a
taxable statutory cross border merger pursuant to the Norwegian and Finnish
Companies Acts.
The merger agreement contains the commercial terms of the merger and the
conditions for the completion of the merger, as further described above. In
addition, it e.g. contains certain mutual customary representations and
warranties as well as undertakings, such as, inter alia, each party conducting
its business in the ordinary course of business before the completion of the
merger, keeping the other party informed of any and all matters that may be of
material relevance for effecting the completion of the merger, preparation of
the merger prospectus, necessary regulatory and other filings and notifications
to be made, actions in relation to the financing of the combined company,
settlement of EVRY employee incentives, and employee representation.
Tieto and EVRY shall bear their own fees, costs and expenses incurred in
connection with the merger.
The merger agreement may be terminated by mutual written consent duly authorized
by the Boards of Directors of Tieto and EVRY. Each of Tieto and EVRY may
terminate the merger agreement inter alia if (i) the merger has not been
completed by 31 January 2020, unless such date has not under certain
circumstances been postponed by a maximum of three (3) months; (ii) the EGMs of
Tieto and EVRY have failed to approve the merger; or (iii) due to a breach of
representations and warranties resulting in a material adverse effect.
Indicative Timeline
+--------------------------+----------------------------------------+
|June/July 2019 |Filing of merger plans |
+--------------------------+----------------------------------------+
|August 2019 |Publication of the merger prospectus |
+--------------------------+----------------------------------------+
|September 2019 at the |Tieto and EVRY EGMs |
|latest | |
+--------------------------+----------------------------------------+
|Fourth quarter of 2019, or|Completion of the merger (subject to all|
|the first quarter of 2020 |regulatory approvals having been |
| |obtained) |
+--------------------------+----------------------------------------+
All dates are preliminary and subject to change. The proposed combination is
subject to competition approvals in a number of jurisdictions and the
preliminary timetable is therefore dependent on this process.
Listing Venues
Following completion of the merger the shares in the combined company will
continue to be listed on the official list of Nasdaq Helsinki and Nasdaq
Stockholm. In addition, an application will be made for listing the combined
company on Oslo Børs.
Fairness Opinion
With support in their assessments in the form of fairness opinion from the
respective financial advisors of Tieto and EVRY, the Boards of Directors of
Tieto and EVRY have concluded that the merger consideration is fair and that the
merger is in the best interest of the respective companies and their
shareholders.
Shareholder Support
Cevian and Solidium, holding approximately 25% of the shares and votes in Tieto,
and Apax, holding in aggregate approximately 54% of the shares and votes in
EVRY, have irrevocably undertaken, subject to certain customary conditions, to
attend the respective EGMs of Tieto and EVRY and to vote in favour of the
combination.
Due diligence
In preparation for the merger, Tieto and EVRY have conducted limited, customary
due diligence reviews of certain business, financial, commercial and legal
information related to their respective businesses.
Advisors
Bank of America Merrill Lynch is acting as the lead financial advisor and Nordea
Bank as financial advisor to Tieto in the combination. Roschier, Attorneys Ltd.
is acting as the lead counsel and legal advisor to Tieto as to Finnish law,
Advokatfirmaet Haavind AS as the legal advisor to Tieto as to Norwegian law,
Cleary Gottlieb Steen & Hamilton LLP as the legal advisor to Tieto as to US law,
and Advokatfirman Lindahl KB as the legal advisor to Tieto as to Swedish law.
ABG Sundal Collier is acting as the financial advisor to EVRY in the
combination. Advokatfirmaet Schjødt AS is acting as the lead counsel and legal
advisor to EVRY as to Norwegian law and Hannes Snellman Attorneys Ltd as the
legal advisor to EVRY as to Finnish law.
Conference call
Analysts and media are welcome to participate in the conference today at 10.30
CET at Hotel Continental in Oslo, address: Stortingsgata 24/26. The presentation
will be jointly hosted by Kimmo Alkio, CEO of Tieto, and Per Hove, CEO of EVRY.
You can also join the event through a conference call. The
presentation (https://webtv.hegnar.no/presentation.php?webcastId=98019070) can
be followed on Tieto's and EVRY’s websites. To take part in the question and
answer session after the presentation you will need to dial-in by phone. Please
press *1 to enter the queue.
Time: 18 June at 10.30 CET
Teleconference numbers
Finland +358 (0)9 7479 0361
Norway +47 2100 2610
Sweden +46 (0)8 5033 6574
United Kingdom +44 (0)330 336 9125
United States +1 929-477-0324
Conference code: 7296951
To ensure that you are connected to the conference call, please dial in a few
minutes before the start of the press and analyst conference. The teleconference
is recorded and it will be available on demand later during the day on Tieto’s
(www.tieto.com) and EVRY’s (www.EVRY.com) websites.
For further details and presentation material, visit www.tieto.com/tietoevry and
www.evry.com/investor
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 (https://www.tieto.com/en/)
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.
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 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, that has implemented
Directive 2003/71/EC as amended (together with any applicable implementing
measures in any member State, or as superseded, including by Regulation (EU)
2017/1129, whose main provisions will apply as from July 21, 2019, the
"Prospectus Directive"), this communication is only addressed to and is only
directed at "qualified investors" in that Member State within the meaning of the
Prospectus Directive.
This document and the information contained herein are not for distribution in
or into the United States of America. This document does not constitute an offer
to sell, or a solicitation of an offer to purchase, any securities 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 or to make a
public offering of the securities in the United States. Any securities referred
to herein may be 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 announcement is made for the securities of a foreign company. The
announcement 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.
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(1)(e) of the Prospectus Directive 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 an advertisement and is not a prospectus for the purposes of
the Prospectus Directive. A prospectus prepared pursuant to the Prospectus
Directive will be published, which, when published, 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. The combined financial
information is presented for illustrative purposes only. The combined income
statement information has been calculated assuming the activities had been
included in one entity from the beginning of each period. The preliminary
revenue, adjusted operating profit and operating profit of the combined company
have been calculated as a sum of combined financial information for the twelve
months ended 31 December 2018. The combined financial information is based on a
hypothetical situation and should not be viewed as pro forma financial
information. This release includes estimates relating to the cost synergy
benefits expected to arise from the merger and the combination of the business
operations of Tieto and EVRY, which have been prepared by Tieto and EVRY and are
based on a number of assumptions and judgments. Such estimates present the
expected future impact of the merger and the combination of the business
operations of Tieto and EVRY on the combined company’s business, financial
condition and results of operations. The assumptions relating to the estimated
cost synergy are inherently uncertain and are subject to a wide variety of
significant business, economic, and competitive risks and uncertainties that
could cause the actual cost synergy benefits from the merger and the combination
of the business operations of Tieto and EVRY, if any, to differ materially from
the estimates in this release. Further, there can be no certainty that the
merger will be completed in the manner and timeframe described in this release,
or at all.
Both Bank of America Merrill Lynch International DAC, Stockholm Branch, a
subsidiary of Bank of America Corporation, and Nordea Bank Abp are acting
exclusively for Tieto in connection with the merger and for no one else and will
not be responsible to anyone other than Tieto for providing the protections
afforded to its clients or for providing advice in relation to the merger.
ABG Sundal Collier ASA is acting exclusively for EVRY in connection with the
merger and for no one else and will not be responsible to anyone other than EVRY
for providing the protections afforded to its clients or for providing advice in
relation to the merger.
With respect to EVRY, information contained herein is subject to the disclosure
requirements under section 5-12 of the Norwegian Securities Trading Act.
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