WithSecure Corporation has decided to complete the partial demerger in which the company’s consumer security business will be transferred to a new listed company F-Secure Corporation, and to apply F-Secure Corporation’s shares for listing
June 14 2022 - 10:00AM
WithSecure Corporation has decided to complete the partial demerger
in which the company’s consumer security business will be
transferred to a new listed company F-Secure Corporation, and to
apply F-Secure Corporation’s shares for listing
WithSecure Corporation - Other information
disclosed according to the rules of the Exchange
WithSecure Corporation has decided to
complete the partial demerger in which the company’s consumer
security business will be transferred to a new listed company
F-Secure Corporation, and to apply F-Secure Corporation’s shares
for listing
WithSecure CorporationStock Exchange Release14
June 2022 at 17.00 pm EEST
NOT FOR DISCLOSURE OR DISTRIBUTION IN OR INTO
THE UNITED STATES, OR IN ANY OTHER JURISDICTION WHERE DISCLOSURE OR
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
WithSecure Corporation
(“WithSecure”) announced on
17 February 2022 that the Board of Directors of
WithSecure had decided to pursue the separation of WithSecure’s
consumer security business and had approved a demerger plan (the
“Demerger Plan”) according to which all assets and
liabilities of WithSecure’s consumer security business shall be
transferred without a liquidation procedure to a company to be
incorporated in connection with the partial demerger and to be
named F-Secure Corporation (“F-Secure”) (the
“Demerger”). WithSecure will not be liquidated in
connection with the Demerger, and it will retain the assets and
liabilities related to its corporate security business. The
Extraordinary General Meeting of WithSecure (the
“EGM”) resolved on 31 May 2022 to approve the
Demerger Plan and the Demerger. The Demerger shall be completed on
the date of registration of the execution of the Demerger with the
Finnish Trade Register (the “Effective Date”). The
planned Effective Date is 30 June 2022.
The Board of Directors of WithSecure has today
on 14 June 2022 decided to notify the Finnish Trade Register of the
implementation of the Demerger so that the Effective Date would be
30 June 2022. The Board of Directors of WithSecure has also decided
to submit an application tomorrow, on 15 June 2022, for the listing
of shares in F-Secure for trading on the official list of Nasdaq
Helsinki. Trading in the shares of F-Secure on the official list of
Nasdaq Helsinki is expected to commence on or about 1 July 2022
under the trading code FSECURE (ISIN code: FI4000519236).
Issuing of F-Secure’s new shares as
demerger consideration to the shareholders of
WithSecure
Upon the completion of the Demerger, the
shareholders of WithSecure will receive as demerger consideration
one (1) new share in F-Secure for each share they hold in
WithSecure (the “Demerger Consideration Shares”),
that is, the Demerger Consideration Shares will be issued to the
shareholders of WithSecure in proportion to their existing
shareholding with a ratio of 1:1. A total of 174,526,944 F-Secure’s
shares will be issued to WithSecure’s shareholders based on their
shareholdings in WithSecure as registered on their book-entry
account on the Effective Date.
The Demerger Consideration Shares are expected
to be registered with the Finnish Trade Register on 30 June 2022
and the Demerger Consideration Shares are expected to be registered
in the book-entry accounts of WithSecure’s shareholders in
accordance with Euroclear Finland Oy’s (“Euroclear
Finland”) procedures on or about 1 July 2022.
Provided that the completion of the Demerger of
WithSecure will be registered with the Finnish Trade Register on 30
June 2022, a trade made in the stock exchange in WithSecure’s share
on 30 June 2022 at the latest entitles to receive Demerger
Consideration Shares, while a trade in WithSecure’s share on 1 July
2022 or thereafter will no longer entitle to receive Demerger
Consideration Shares. All trades in WithSecure’s shares made on 30
June 2022 at the latest, which have not been settled by said date,
will be settled in a way that investors who have acquired
WithSecure’s shares by such trades will receive both WithSecure’s
and F-Secure’s shares at settlement. Trading in F-Secure’s shares
on the official list of Nasdaq Helsinki is expected to commence on
or about 1 July 2022.
The applicable securities laws may affect the
issuance, sale or delivery of the Demerger Consideration Shares to
the shareholders of WithSecure outside of Finland. The Demerger
Consideration Shares have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any
state of the United States (as defined in Regulation S under the
Securities Act) and may not be offered, sold or delivered, directly
or indirectly, in or into the United States absent registration,
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable state and other securities laws
of the United States. 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, Investor Relations Director,
WithSecure Corporation+358 50 487
1044investor-relations@withsecure.com
About F-Secure
F-Secure is a Finnish and globally operating
cybersecurity company. F-Secure designs and offers award-winning
security and privacy products and services that help millions of
consumers to protect themselves against online threats. Offering of
F-Secure includes a comprehensive range of security and privacy
products and services related to endpoint security, privacy
protection, password management and digital identity protection,
and router security that protects consumers' entire connected home.
The majority of sales of F-Secure come from selling products and
services through its extensive and global network of Channel
Partners, including approximately 170 Channel Partners. Channel
Partners include, for example, communication service providers,
retailers, banks, and insurance companies. In addition to selling
products through Channel Partners, F-Secure makes standalone and
all-in-one security offerings available to consumers through
various e-commerce channels such as mobile application stores and
its own online store. F-Secure operates globally with offices in
multiple cities, and its headquarters is located in Helsinki.
About WithSecure
WithSecure is the trusted cyber security
partner. Businesses and IT service providers – along with the
largest financial institutions, manufacturers, and thousands of
communications and technology providers – trust WithSecure for
outcome-based cyber security that protects and enables their
operations. The AI-driven protection secures endpoints and cloud
collaboration. WithSecure’s intelligent detection and response are
powered by experts who identify business risks by proactively
hunting for threats and confronting live attacks. WithSecure’s
consultants partner with enterprises and tech challengers to build
resilience through evidence-based security advice. With more than
30 years of experience in building technology that meets business
objectives, WithSecure has built its portfolio to grow with its
partners through flexible commercial models.
IMPORTANT INFORMATION
This release is not an offer of shares in the
United States and it is not intended for distribution within or
into the United States or in 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 U.S. Securities Act
of 1933 (the “U.S. Securities Act”) and may not be offered, sold or
delivered within or into the United States, except pursuant to an
applicable exemption of, or in a transaction not subject to, the
Securities Act.
This release does not constitute an offer of
securities for sale or an invitation for offers to purchase
securities by or on behalf of F-Secure Corporation or WithSecure
Corporation.
This release must not be forwarded, distributed
or sent, directly or indirectly, in whole or in part, in or into
the United States or any jurisdiction where the distribution of
this release would breach any applicable law or regulation or would
require any registration or licensing within such jurisdiction.
Failure to comply with the foregoing limitation may result in a
violation of the U.S. Securities Act or other applicable securities
laws. This release is not the demerger and listing prospectus.
Investors are advised to consult the demerger and listing
prospectus for more complete information about 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 present plans, estimates, forecasts
and expectations and are not guarantees of future performance. They
are based on certain expectations and assumptions that are
currently justifiable but may turn out to be incorrect.
Shareholders should not rely on these forward-looking statements.
Numerous factors may cause the actual results of operations or
financial position of F-Secure Corporation or WithSecure
Corporation to differ materially from those expressed or implied in
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 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.
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