TietoEVRY Corporation STOCK EXCHANGE RELEASE 5 December 2019
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
"Today marks a significant milestone with TietoEVRY being legally established. We are extremely excited to join forces to create a leading Nordic digital services company with 24 000 professionals globally, including around 10 000 digital consultants. We see numerous opportunities in the market - for both our customers and the combined company. Consulting market is growing in high-single digits and significant part of technology spend is driven by data-rich services. With our combined strengths we are able to drive accelerated growth - and consequently bring more value to our customers, employees and shareholders," says
"We will, as of today, move forward in our journey together focusing on operational and cultural integration and synergy implementation. Building on our Nordic heritage of openness, trust, diversity and sustainability, we will create digital advantage for businesses and society," Alkio continues.
Registration and admission to trading of new shares
A total of 44 316 519 new shares of the Company have been registered at the
The new TietoEVRY shares issued as merger consideration are expected to be delivered to
Composition of the Board of Directors and other resolutions of the Extraordinary General Meeting of Tieto relating to the Merger
In accordance with the resolution of the Extraordinary General Meeting of Tieto held on
Moreover, as announced on
The resolutions of the EGM regarding the amendment of Tieto's Articles of Association, remuneration of the members of the Board of Directors, and other matters set out in the merger plan will take effect on the registration date of the Merger. In line with the resolution of the EGM and in deviation from the Charter of Tieto's Shareholders' Nomination Board, the right to nominate members to TietoEVRY's Shareholders' Nomination Board shall rest with the Chairman of the Board of Directors and the four largest shareholders who are registered in the shareholders' register of TietoEVRY on the business date immediately following the registration date of the execution of the Merger of
Group Leadership and structure for the combined TietoEVRY
TietoEVRY's operational structure will comprise country teams and service lines. The country teams will focus on driving customer experience and integrating all the capabilities of the company for customers. Service lines will focus on developing services and best practices to ensure TietoEVRY's competitiveness in the market.
Prospectus
The Company has prepared an English language merger and listing prospectus in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The prospectus has been approved on
The prospectus and supplement are available on the Company's website at www.tieto.com/tietoevry.
Further information for investors:
Tomi Hyryläinen, CFO, tel. +358 50 555 0363, tomi.hyrylainen(at)tieto.com
Tanja Lounevirta, Head of Investor Relations, tel. +358 2072 71725, tanja.lounevirta(at)tieto.com
Further information for media:
Unni Strømstad,
DISTRIBUTION
NASDAQ Helsinki
Oslo Børs
Principal Media
TietoEVRY creates digital advantage for businesses and society. We are a leading digital services and software company with local presence and global capabilities. Our Nordic values and heritage steer our success.
Headquartered in
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by
In any EEA Member State, other than
In the
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 TietoEVRY, nor any of its 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 TietoEVRY, its 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 TietoEVRY, the Merger or the combination of the business operations of TietoEVRY 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 TietoEVRY, nor any of its 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
Any securities referred to herein have not been and will not be registered under the
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
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws of
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.
https://news.cision.com/tietoevry/r/merger-between-tieto-and-evry-completed---tietoevry-established,c2983318
https://mb.cision.com/Main/18959/2983318/1156480.pdf
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