Torp Computing Group ASA

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INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
2.3.2 Reduced influence of shareholders
A successful merger will result in an increased number of shares and by such reduced percentage
ownership and influence of the existing shareholders in both TCG and Komplett.
2.3.3 The completion of the Merger
The completion of the Merger is subject to certain conditions, including, but not limited to, approval
of the Merger by the Extraordinary General Meetings of Komplett and TCG and necessary approval
and/or clearances by the Norwegian Competition Authority, cf. section 4.5.2. There can be no
assurance that such conditions will be satisfied and, if they are not, the Merger may not be
completed.
If the Merger is not completed and both companies will continue to operate separately, the failed
Merger process will have resulted in costs, time consumption and decisions that may not have
occurred if the process never was started. In such a situation the continued operation of Komplett
and TCG as separate entities in several ways will recognize a set back compared to if the Merger
process never was started.
The share price may also be affected if the Merger fail compared to a continued separate operation
of the two companies. Also the announcement of the intention to merge and the following process
and flow of information, may have affected the share price.
2.4 Risks related to the Merged Company’s shares
2.4.1 Future dilution of shareholders
The Merged Company may require additional capital in the future to finance its business activities
and growth plans. The issuance of shares in order to raise such additional capital, or as means of
honouring options or warrants, may have a dilutive effect on the ownership interests of the
shareholders of the Merged Company at that time.
2.4.2 Pre-emptive rights may not be available to U.S. holders of the Shares
Under Norwegian law, prior to the issuance of any new shares for consideration in cash, the
Merged Company must offer holders of the then-outstanding shares pre-emptive rights to
subscribe and pay for a sufficient number of shares to maintain their existing ownership
percentages, unless these rights are waived at a general meeting of the shareholders. These preemptive
rights are generally transferable during the subscription period for the related offering and
may be quoted on Oslo Børs.
U.S. holders of the Merged Company’s shares may not be able to receive, trade or exercise preemptive
rights for new shares unless a registration statement under the U.S. Securities Act is
effective with respect to such rights or an exemption from the registration requirements of the U.S.
Securities Act is available. If U.S. holders of the shares are not able to receive, trade or exercise
pre-emptive rights granted in respect of their shares in any rights offering by the Merged
Company, they may not receive the economic benefit of such rights. In addition, their proportional
ownership interests in the Merged Company will be diluted.
2.4.3 It may be difficult for investors based in the United States to enforce civil liabilities
predicated on U.S. securities laws against the Merged Company or the Merged Company’s
directors and executive officers
The Merged Company will be organised under the laws of Norway. It may be difficult for investors
in the U.S. to effect service of process within the U.S. upon the Merged Company or the Merged
Company’s directors and executive officers and to enforce against the Merged Company or its