Investor Presentaiton slide image

Investor Presentaiton

Summary of the Combination Structure & Valuation Considerations Synergies • The combination will be completed via a cross-border merger whereby EVRY is merged into Tieto • • • EVRY's shareholders will receive as merger consideration NOK 5.28 in cash plus 0.12 new shares in Tieto to be issued for each share in EVRY Shareholders of EVRY will receive an approximate 37.5 percent economic ownership in the combined company and a total cash consideration of NOK 1.95 billion ( 199.4 million) Total cost synergies with an estimated full annual run-rate of around 75 million • Merger Plan and Merger Agreement between the parties (signed by Tieto's and EVRY's BoD on 18 June, 2019) Decision Making Governance Deal Certainty • • • • • The final decision on the merger is made by the Extraordinary General Meeting (EGM; 2/3 majority) of both companies The Shareholders' Nomination Board of the Recipient Company proposal to the EGM: Tomas Franzén will chair the Board of Directors of the combined company and Salim Nathoo, Rohan Haldea and Leif Teksum EVRY Board Directors will join the Board of Directors of the combined company upon closing. Timo Ahopelto, Tomas Franzén, Liselotte Hägertz Engstam, Harri-Pekka Kaukonen, Niko Pakalén and Endre Rangnes will be conditionally elected to continue to serve on the Board of Directors of the Combined Company. Kurt Jofs and Johanna Lamminen will resign from the Board of Directors of Tieto Corporation with effect from closing. Employees will be contemplated to have a right to nominate four Board members. Kimmo Alkio will become the CEO of the combined company following the completion of the merger Per Hove will work closely with Kimmo Alkio in the integration of the companies Tieto's and EVRY's largest shareholders (Apax holding 54% in EVRY and Cevian and Solidium holding a combined 25% in Tieto) have undertaken to vote in favor of the merger at the respective EGMs Completion of the merger is subject to approval by EGMs in Tieto and EVRY as well as obtaining necessary merger control approvals and customary closing conditions • Tieto's and EVRY's EGMs to be held in September 2019 at the latest Timing • Closing expected in Q4 2019 or Q1 2020 at the latest, subject to all regulatory approvals having been obtained
View entire presentation