Torp Computing Group ASA
Torp Computing Group ASA
Torp Computing Group ASA
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IMPORTANT INFORMATION<br />
This Information Memorandum has been prepared in connection with the proposed merger between Komplett<br />
<strong>ASA</strong> (“Komplett”) and <strong>Torp</strong> <strong>Computing</strong> <strong>Group</strong> <strong>ASA</strong> (“TCG”) (the “Merger”), as further described herein.<br />
This Information Memorandum does not constitute an offer to sell, or asolicitation of an offer to buy, any of the<br />
shares issued by the companies or any other securities.<br />
All inquiries relating to this Information Memorandum should be directed to the companies or SEB Enskilda <strong>ASA</strong><br />
(the “Manager”). No other person has been authorized to give any information about, or make any<br />
representation on behalf of, the companies in connection with the Merger and, if given or made, such other<br />
information or representation must not be relied upon as having been authorized by the companies or the<br />
Manager.<br />
The information contained herein is as of the date hereof and subject to change, completion or amendment<br />
without notice. There may have been changes affecting the companies subsequent to the date of this<br />
Information Memorandum. Neither the delivery of this Information Memorandum nor the completion of the<br />
Merger at any time after the date hereof will, under any circumstances, create any implication that there has<br />
been no change in the affairs of the companies since the date hereof or that the information set forth in this<br />
Information Memorandum is correct as of any time since its date.<br />
The distribution of this Information Memorandum may in certain jurisdictions be restricted by law. Persons in<br />
possession of this Information Memorandum are required to inform themselves about, and to observe, any such<br />
restrictions. This Information Memorandum has not been approved or recommended by any regulatory<br />
authorities in any jurisdictions, including any United States federal or state securities commission or regulatory<br />
authority, nor have such entities confirmed its adequacy or accuracy.<br />
The contents of this Information Memorandum are not to be construed as legal, business or tax advice. Each<br />
reader of this Information Memorandum should consult with its own legal, business or tax advisor as to legal,<br />
business or tax advice. If you are in any doubt about the contents of this Information Memorandum you should<br />
consult your stockbroker, bank manager, lawyer, accountant or other professional adviser.<br />
This Information Memorandum includes “forward-looking” statements, including, without limitation, projections<br />
and expectations regarding the companies’ future financial position, business strategy, plans and objectives.<br />
When used in this document, the words “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as<br />
they relate to the companies, their subsidiaries or their management, are intended to identify forward-looking<br />
statements. Such forward-looking statements involve known and unknown risks, uncertainties and other<br />
factors, which may cause the actual results, performance or achievements of the companies and their<br />
subsidiaries, or, as the case may be, the industry, to materially differ from any future results, performance or<br />
achievements expressed or implied by such forward-looking statements. Such forward-looking statements are<br />
based on numerous assumptions regarding the companies’ present and future business strategies and the<br />
environment in which the companies and their subsidiaries will operate. Factors that could cause the<br />
companies’ actual results, performance or achievements to materially differ from those in the forward-looking<br />
statements include but are not limited to, the competitive nature of the markets in which the companies<br />
operate, technological developments, government regulations, changes in economical conditions or political<br />
events. These forward-looking statements reflect only the companies’ views and assessment as of the date of<br />
this Information Memorandum. The companies expressly disclaim any obligation or undertaking to release any<br />
updates or revisions of the forward-looking statements contained herein to reflect any change in the companies’<br />
expectations with regard thereto or any change in events, conditions or circumstances on which any such<br />
statement is based.<br />
Investing in the shares of Komplett, TCG and/or the Merged Company involves certain risks. See<br />
section 2 “Risk Factors” of this Information Memorandum.