Torp Computing Group ASA

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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
19 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA accordance with the Merger Plan or with the other party’s prior written consent. The parties recognize that two large activities are ongoing in Komplett: The integration process of the Swedish company inWarehouse acquired in May 2007 and the installation of an automated warehouse system. The parties also recognize the ongoing construction work for a new warehouse for TCG. e) No circumstances or incidents that materially alter the basis for the Merger having occurred prior to the time when the new shareholder elected board members as mentioned in Section 9 of the Merger Plan have taken up their duties. f) The deadline for objections from creditors pursuant to the Public Limited Companies Act Section 13-15 having expired for both Parties and the relation to creditors who have raised objections if any having been settled, or the District Court having decided that the Merger may nevertheless be completed and registered with the Register of Business Enterprises. Neither of the Parties may claim any compensation or other sort of indemnification in the event that the Merger is not completed, unless this is caused by the other Party’s violation of its obligations according to the Merger Plan. In the event that the Merger is not completed because an offer to acquire one of the parties or a significant part of its business is put forward, said party shall irrespective of the other provisions of the Merger Plan pay the other Party an amount of NOK 20 million as full and final compensation for the failure to complete the Merger. Except for the above mentioned provisions, neither of the Parties may claim any sort of compensation from the other party if the Merger is not carried through. The Board of Directors of Komplett and TCG will on behalf of the companies decide if the above conditions are satisfied at the relevant point in time. If the conditions have not been satisfied by 31 March 2008, each of the parties may, unless the situation has been caused by breach by or circumstances related to the terminating party, terminate the Merger with the result that the Merger will not be completed. 4.5.3 Special rights or benefits No agreements to the benefit of the members of the Board of Directors or management of the Merged Company, Komplett or TCG have been entered into, and no special rights or benefits shall accrue to the members of the Boards of Directors or management of the Merged Company, Komplett or TCG, in connection with the Merger, cf. section 13-6, first paragraph no. 6 of the Public Limited Companies Act.
Page 1 and 2: INFORMATION MEMORANDUM in connectio
Page 3 and 4: TABLE OF CONTENTS 3 INFORMATION MEM
Page 5 and 6: 5 INFORMATION MEMORANDUM Merger of
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Page 23 and 24: Lars Seeberg, Manager TCG 23 INFORM
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Figure: People having purchased pro
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71 INFORMATION MEMORANDUM Merger of
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Appendix 1: Merger Plan with append
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CONTENTS Page 1 BACKGROUND ........
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MERGER PLAN This merger plan is ent
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) The share capital in Komplett is
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8 PROPOSALS FOR AMENDMENTS TO THE A
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16 DISTRIBUTION TO SHAREHOLDERS Non
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Appendices Appendix 1 Articles of A
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Articles of Association for KOMPLET
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Articles of Association for TORP CO
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Articles of Association for KOMPLET
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The Board of Director’s Annual Re
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Financial risk The Group is exposed
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Translated into English for informa
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Torp Computing Group ASA Short-term
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Torp Computing Group ASA Auditor Th
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Torp Computing Group ASA Note 7 Sub
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Torp Computing Group ASA Note 14 Sh
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Appendix 6 Interim balance sheet fo
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Komplett ASA INTERIM BALANCE SHEET
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Appendix 7 Interim balance sheet fo
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Torp Computing Group ASA Equity and
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Appendix 8 Draft opening balance sh
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Komplett ASA Draft Opening balance
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REPORT OF THE BOARD OF DIRECTORS CO
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The exchange ratio for the Merger w
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UNOFFICIAL TRANSLATION FROM NORWEGI
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UNOFFICIAL TRANSLATION FROM NORWEGI
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Appendix 3: Expert Statements on th
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Appendix 5: Financial statements fo
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Trend, active customers (number) 1Q
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THE KOMPLETT GROUP JANUARY - MARCH
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KOMPLETT REPORTS 45 PER CENT GROWTH
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Business development/operations Kom
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THE KOMPLETT GROUP, APRIL - JUNE 20
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Appendix 6: Summary of Fairness Opi
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28 August 2007 Strictly confidentia
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Appendix 7: Summary of Fairness Opi
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28 August 2007 consummated. TCG and
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