The Finnish Financial Supervisory Authority has approved the supplement to the demerger and listing prospectus prepared for the partial demerger of WithSecure Corporation
10 June 2022 - 12:30AM
The Finnish Financial Supervisory Authority has approved the
supplement to the demerger and listing prospectus prepared for the
partial demerger of WithSecure Corporation
WithSecure Corporation – Prospectus/Announcement
of prospectus
The Finnish Financial Supervisory
Authority has approved the supplement to the demerger and listing
prospectus prepared for the partial demerger of WithSecure
Corporation
WithSecure Corporation, Stock Exchange Release 9
June 2022 at 17.30 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
The Finnish Financial Supervisory Authority has
today on 9 June 2022 approved a supplement to the Finnish
language demerger and listing prospectus (the “Demerger
Prospectus”) prepared for the partial demerger of
WithSecure Corporation (“WithSecure”) and for the
admission to trading of the shares of F-Secure Corporation, which
will be incorporated in connection with the partial demerger, on
the official list of Nasdaq Helsinki Ltd.
The supplement to the Demerger Prospectus
relates to the stock exchange release on the resolutions made by
the Extraordinary General Meeting of WithSecure on
31 May 2022 and published by WithSecure on
31 May 2022. The stock exchange release stated that the
Extraordinary General Meeting of WithSecure has resolved to approve
the demerger plan and the partial demerger of WithSecure whereby
all assets and liabilities relating to WithSecure’s consumer
security business will be transferred without a liquidation
procedure in accordance with the demerger plan to a company to be
incorporated in connection with the partial demerger and to be
named F-Secure Corporation (“F-Secure”).
In addition, the supplement to the Demerger
Prospectus relates to the decisions of the organizing meeting of
the future board of directors of F-Secure published by WithSecure
on 31 May 2022, as well as F-Secure’s financial outlook for 2022
published by WithSecure on 3 June 2022.
The supplement to the Demerger Prospectus will
be available on or about 9 June 2022 at
https://www.withsecure.com/en/about-us/investor-relations/demerger and
at https://investors.f-secure.com/en/. The supplement is
attached in its entirety to this stock exchange release.
WithSecure Corporation
Further information:
Laura Viita, Investor Relations Director, +358
50 487 1044
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. In
the financial year 2021, F-Secure employed 245 employees on
average. Following the Effective Date, F-Secure Corporation will be
the parent company of the group. There will be 14 subsidiaries in
direct or indirect ownership of F-Secure Corporation.
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.
This release includes estimates relating to the
benefits expected to arise from the potential separation of the
business operations of WithSecure Corporation’s consumer security
business, which have been prepared by WithSecure Corporation and
are based on a number of assumptions and judgments. Such estimates
present the expected future impact of the potential separation of
the business operations of WithSecure Corporation on the future
company’s business, financial condition and results of operations.
The assumptions relating to the estimated benefits and related
costs are inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and
uncertainties that could cause the actual benefits from the
potential separation of the business operations of WithSecure
Corporation, if any, and related costs to differ materially from
the estimates in this release. Further, there can be no certainty
that the demerger will be completed in the manner and timeframe
described in this release, or at all.
Appendix: Supplement to the Demerger
Prospectus
- WithSecure Corporation - Supplement of the Offering Circular 9
June 2022
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