Torp Computing Group ASA

17
INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
4.4 About TCG
TCG is an investment company with focus on companies related to distribution and sale of products
and services over the internet. The group consists of the fully owned companies Itegra AS, MPX.no
AS, XD.no AS, Torp Distribusjon AS and TCG Kapital AS.
Itegra AS is a distributor within data and consumer electronics. The company sells primarily to
dealers. MPX.no AS and XD.no AS are both internet shops. Both companies offer products within
data, consumer electronics and home/leisure to consumers, businesses and public services. XD.no
has an aggressive price profile. Torp Distribusjon AS is a distribution company and carries out all
physical handling (distribution) of goods. TCG Kapital AS is a debt collection company. The
company handles the TCG group’s debt collection and also servicing third party customers.
In addition, TCG owns 100 percent of Micro Parts Express Sweden AB. This company has no
employees and only limited operations. TCG and its subsidiaries have their head office in
Sandefjord, Norway. In addition, Itegra and MPX.no have sales offices at Billingstad, close to Oslo.
For a more detailed description of TCG, please see section 7.
4.5 The Merger
4.5.1 Merger Consideration
100% of the consideration to the shareholders in TCG shall be settled with new shares in Komplett.
The merger consideration shall thus be settled by the issuance of 0.336134 new shares in Komplett
for each share in TCG and it is proposed in the Merger Plan that the Extraordinary General Meeting
of Komplett to be held on 11 October 2007 passes the following resolution to increase the share
capital:
a) Komplett’s share capital is increased by NOK 3 501 118, from NOK 13 258 400 to NOK
16 759 518, through the issue of 3 501 118 shares, each with a nominal value of NOK 1.
b) As consideration for the shares Komplett shall take over TCG’s assets, valued at NOK
416 633 600 as per 17 June 2007, rights and obligations pursuant to the provisions in the
Merger Plan.
c) The new shares shall be allotted in full to the shareholders of TCG. The shareholders of
Komplett shall therefore not have any preferential rights to subscribe for the new shares.
The shares are deemed to have been subscribed for by the shareholders of TCG when the
company’s General Meeting has approved the Merger Plan.
d) The new shares shall give rights to dividends approved after the capital increase has been
registered in the Register of Business Enterprises and in Komplett’s shareholder register
in the VPS.
The proposed exchange ratio was determined after negotiations between the two companies, which
were focused on inter alia the estimated relative values of the two companies. The exchange ratio
was in connection with the integration agreement entered into between the two parties on 17 June
2007 established based upon a total evaluation of the companies' current trading valuation on Oslo
Børs (Komplett) and the OTC list (TCG) in a period prior to 17 June 2007, historical earnings and
book value of equity, projected earnings and future earnings potential and the values of expected
revenue and cost synergies which the Merger is expected to provide the basis for.
The shareholders in TCG will on the completion date receive 0.336134 new shares in Komplett for
each share that the shareholders own in TCG as merger consideration. Fractions of shares will not