Torp Computing Group ASA

11
INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
2.2.7 Technological risk
A significant part of the Merged Company’s operations is generated from orders made through web
sites and automatically processed by computer systems. Technical problems with computer
systems, automated storage systems and procurement systems may have a material adverse
effect on the Merged Company’s business, operating results and financial condition.
2.2.8 Risks regarding start up of new systems/ technology in operation
Komplett, TCG or the Merged Company may from time to time invest in new systems and
technology or upgrade existing systems to increase handling capacity, efficiency or for other
reasons. Based on experience from the years of operation such upgrades or changes may effect
the efficiency, cost level, revenue and profit of the operation for a certain period both prior and
during installation of such systems, and for a period after such installation. Employees must also be
trained to handle the new systems. New systems must be carefully exposed to full load and during
such increase of the capacity certain problems may be detected. This includes uncertainty of how
long such a period of installation may be before the new or upgraded systems run smoothly. This
may involve employees to handle both existing and new systems in parallel for a certain period.
2.2.9 Limitation of deliveries and vendors production capacity
The products sold and delivered are manufactured by other companies in different countries around
the world. In periods the manufacturing capacity may not be in balance with the market demand
for certain products or the vendor may have manufacturing problems. This may result in increased
prices or lack of deliveries. Some brands have a strong market position and especially reduced or
failed deliveries of such popular products will affect the revenue and profit.
2.2.10 Technical problems or other defects relating to the products being sold and claims arising
thereby.
Komplett, TCG and the Merged Company are selling a large variety of product mostly operated by
electricity. The products are manufactured by hundreds of different vendors in different countries.
Komplett, TCG and the Merged Company have through the purchasing agreements with the
vendors in different ways and level tried to arrange replacement or repair of defect products. The
sales regulations published to the customers on the web-pages, inform the customers of their
rights and procedure regarding technical problems with the products sold and related claims.
There may be situations where the customers and Komplett, TCG or the Merged Company and the
vendors, may not agree upon the reasons for the defect or claim, and that the situation may result
in a costly and time consuming process or in other ways may affect the business. For several
products Komplett, TCG and the Merged Company are obliged by law or regulations to give their
customers better warranties and/or for a longer period than the vendors are willing to give
Komplett, TCG or the Merged Company.
2.2.11 Dependence on executive management and certain key personnel
The Merged Company’s future success will be dependent upon the continued services of the
executive management and other key personnel. Loss of one or more of the members of the
executive management and/or capability to attract and recruit new managers or key employees
could have a material adverse effect on the Company’s business, operating results and financial
condition.
2.2.12 Dependence on and loss of employees
The successful development and performance of the Merged Company’s business will also depend
on the Merged Company’s ability to attract and retain skilled professionals with appropriate