WithSecure Corporation has decided to complete the partial spin-off in which the company’s consumer security business will be transferred to a new listed company F-Secure Corporation, and to apply the shares of F-Secure Corporation to the listing
WithSecure Corporation – Other Information Disclosed Under Exchange Rules
WithSecure Corporation has decided to complete the partial spin-off in which the company’s consumer security business will be transferred to a new listed company F-Secure Corporation, and to apply the shares of F-Secure Corporation to the listing
WithSecure Corporation
Stock Exchange press release
June 14, 2022 at 5:00 p.m. EEST
NOT TO DISCLOSE OR DISTRIBUTE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE DISCLOSURE OR DISTRIBUTION IS PROHIBITED BY APPLICABLE LAW
WithSecure Corporation (“WithSecure”) announced on February 17, 2022 that WithSecure’s board of directors had decided to pursue the separation of WithSecure’s consumer security business and had approved a plan to spin off (the “Split plan”) whereby all of the assets and liabilities of WithSecure’s consumer security business will be transferred without liquidation proceedings to a company to be incorporated as part of the spin-off and to be named F-Secure Corporation (“F-Secure“) (the “Split”). WithSecure will not be liquidated as part of the Split and will retain the assets and liabilities related to its corporate security business. WithSecure’s Extraordinary General Meeting (the “AGE”) decided on May 31, 2022 to approve the Split Plan and the Split. The Division will be completed on the date of registration of the execution of the Division with the Finnish commercial register (the “Effective date”). The expected effective date is June 30, 2022.
WithSecure’s board of directors has decided today, June 14, 2022, to notify the Finnish Commercial Register of the implementation of the demerger so that the effective date is June 30, 2022. administration of WithSecure has also decided to submit an application tomorrow. , on June 15, 2022, for the listing of F-Secure shares for trading on the official list of Nasdaq Helsinki. Trading in F-Secure shares on the official list of Nasdaq Helsinki is expected to begin on or around July 1, 2022 under the trading code FSECURE (ISIN code: FI4000519236).
Issue of new F-Secure shares in return for the demerger to WithSecure shareholders
Upon completion of the Demerger, shareholders of WithSecure will receive in consideration for the demerger one (1) new F-Secure share for each share they hold in WithSecure (the “Split Counterparty Shares”), i.e. the spin-off consideration shares will be issued to WithSecure shareholders pro rata to their existing shareholding with a ratio of 1:1. A total of 174,526,944 F-Secure shares will be issued to WithSecure shareholders based on their holdings in WithSecure as recorded in their book-entry account on the Effective Date.
The Split Consideration Shares are expected to be registered with the Finnish Commercial Register on June 30, 2022 and the Split Consideration Shares are expected to be registered in the book-entry accounts of WithSecure shareholders in accordance with Euroclear Finland Oy (“Euroclear Finland”) proceedings on or around July 1, 2022.
Provided the completion of the WithSecure split is registered in the Finnish Commercial Register on June 30, 2022, a trade in WithSecure stock on the stock exchange no later than June 30, 2022 is eligible to receive split consideration shares , while a transaction in WithSecure’s stock on or after July 1, 2022 will no longer be eligible to receive Split Consideration Shares. All transactions in WithSecure shares made on or before June 30, 2022, which have not settled by this date, will be settled in such a way that investors who have acquired WithSecure shares by these transactions receive both the WithSecure and F-Secure actions during settlement. . Trading in F-Secure shares on the official Nasdaq Helsinki List is expected to begin on or around July 1, 2022.
Applicable securities laws may affect the issue, sale or delivery of the Split Consideration Shares to WithSecure shareholders outside of Finland. The Split Consideration Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Law”), or the securities laws of any state in the United States (as defined in Regulation S under the Securities Act) and may not be offered, sold or delivered, directly or indirectly, in the United States without registration, except pursuant to an exemption or in connection with a transaction not subject to the registration requirements of securities law and in compliance with applicable state and other state securities laws. United. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws or regulations.
WithSecure Corporation
board of directors
Further information :
Laura Viita, Director of Investor Relations, WithSecure Corporation
+358 50 487 1044
investor-relations@withsecure.com
About F-Secure
F-Secure is a Finnish cybersecurity company operating globally. F-Secure designs and delivers award-winning security and privacy products and services that help millions of consumers protect themselves against online threats. F-Secure’s offering includes a full range of security and privacy products and services related to endpoint security, privacy protection, password management and data protection. digital identity, as well as router security that protects consumers’ entire connected home. The majority of F-Secure’s sales come from the sale of products and services through its extensive global channel partner network, comprising approximately 170 channel partners. Channel partners include, for example, communications service providers, retailers, banks and insurance companies. In addition to selling products through channel partners, F-Secure offers standalone, all-in-one security offerings to consumers through various e-commerce channels such as mobile app stores and its own online store. F-Secure operates worldwide with offices in several cities and its head office is located in Helsinki.
About WithSecure
WithSecure is the trusted cybersecurity partner. Enterprises and IT service providers – as well as the largest financial institutions, manufacturers, and thousands of communications and technology vendors – trust WithSecure for outcome-based cybersecurity that protects and enables their operations. AI-powered protection secures endpoints and collaboration in the cloud. WithSecure’s intelligent detection and response is powered by experts who identify business risks by proactively hunting for threats and confronting attacks live. WithSecure consultants partner with enterprises and technology challengers to build resilience through evidence-based security advice. With over 30 years of experience building technology that meets business objectives, WithSecure has built its portfolio to grow with its partners through flexible business models.
IMPORTANT INFORMATION
This press release is not an offering of shares in the United States and is not intended for distribution in the United States or any other jurisdiction in which such distribution would be prohibited by applicable law. The shares of F-Secure Corporation or WithSecure Corporation have not been registered and will not be registered under the US Securities Act of 1933 (the “US Securities Act”) and may not be offered, sold or delivered in the United States. United, except pursuant to an applicable exemption from the Securities Act or in connection with a transaction not subject thereto.
This announcement does not constitute an offer to sell securities or an invitation to offers to buy securities by or on behalf of F-Secure Corporation or WithSecure Corporation.
This press release must not be transmitted, distributed or sent, directly or indirectly, in whole or in part, to the United States or to any jurisdiction where the distribution of this press release would violate any applicable law or regulation or would require registration or a license. within such a jurisdiction. Failure to comply with the above limitation may result in a violation of United States securities law or other applicable securities laws. This press release is not the Demerger and Listing Prospectus. Investors are advised to consult the Demerger and Listing Prospectus for more complete information on F-Secure Corporation and WithSecure as well as their shares and the partial demerger of WithSecure Corporation.
This release includes “forward-looking statements” that are based on current plans, estimates, forecasts and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions which are currently justifiable but which may prove to be incorrect. Shareholders should not rely on these forward-looking statements. Many factors could cause the actual results of operations or financial condition of F-Secure Corporation or WithSecure Corporation to differ materially from those expressed or implied by the forward-looking statements. Neither F-Secure Corporation or WithSecure Corporation, nor any of their respective affiliates, advisors or representatives or any other person undertakes to review or confirm or publicly release any revisions to any forward-looking statements to reflect future events or circumstances that arise after the date of this publication.
