Torp Computing Group ASA

18
INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
be issued. Such fractions will be aggregated and sold, and the net proceeds of a sale of the
fractional shares will be distributed to the relevant holders in proportion to their fractional rights.
Consideration shares will not be issued for Komplett’s or its subsidiaries’ shares in TCG (if any) nor
for TCG’s own shares (if any). As at the date of this Information Memorandum, neither Komplett
and its subsidiaries nor TCG own any shares in TCG and TCG owns no shares in Komplett.
The new shares will be deemed to be subscribed for when the general meeting of TCG approves
the Merger Plan, cf. Section 13-3, third paragraph, of the Public Limited Liability Companies Act
and will be issued as of the completion of the Merger. Consideration for the new shares issued by
Komplett will take the form of the completion of the Merger, cf. Section 13-17 of the Public Limited
Liability Companies Act. At the time shares in TCG are exchanged for shares in Komplett, the
shareholders will be registered in the share register of Komplett and the shareholders in TCG will
accordingly acquire full shareholder rights in Komplett from said point in time. Registration as a
shareholder in the Komplett share register is conditional on the TCG shareholder being registered
in the TCG share register on the day that the Merger is completed (or that notification of the TCG
shareholder’s acquisition of shares in TCG has been given to TCG or Komplett prior to or on the day
that the Merger is completed).
The new shares shall be allotted in full to shareholders in TCG. Shareholders in Komplett will
therefore not have any preferential rights to subscribe for the shares. The new shares give the
rights to any dividends resolved after the registration of the new shares in the shareholder register
of Komplett in VPS.
See section 5.7 for a description of the rights which will be attached to the shares in the Merged
Company.
Komplett is listed on Oslo Børs and TCG is registered on the Norwegian OTC-list. The last 30 days
average TCG share price prior to the announcement of the proposed Merger was NOK 39.8 per
share. The last 30 days average Komplett share price prior to the announcement of the proposed
Merger was NOK 117.2 per share. After the announcement the Komplett share price has increased,
and based on the last 30 days average Komplett share price of NOK 149.2, the exchange ratio
implies a value of the TCG share of NOK 50.2 per share.
4.5.2 Conditions for completion of the Merger
Implementation of the Merger is subject to the satisfaction of the following conditions:
a) Oslo Børs having confirmed that the listing of the shares in Komplett on Oslo Børs will be
continued after the completion of the Merger.
b) The Extraordinary General Meetings in Komplett and TCG having approved the Merger
Plan and passed the resolutions required in this respect with the necessary majority.
c) All necessary approvals and/or clearances from the Norwegian Competition Authority and
any other relevant competition authorities having been obtained without any conditions or
on conditions which will not have a material adverse effect for the Merged Company.
d) The parties have not undertaken, nor resolved to undertake, larger investments, changes
in their business, changes in their equity, capital increases, issuances of rights to shares,
distributions of dividends or other similar changes in the period from the Board of
Directors’ approval of the Merger Plan until the new shareholder elected board members
as mentioned in Section 9 of the Merger Plan have taken up their duties, other than in