Torp Computing Group ASA

UNOFFICIAL TRANSLATION FROM NORWEGIAN – FOR INFORMATION PURPOSES ONLY
REPORT OF THE BOARD OF DIRECTORS
CONCERNING
THE MERGER BETWEEN TORP COMPUTING GROUP ASA AND
KOMPLETT ASA
1 RATIONALE FOR THE MERGER
The Board of Directors of Torp Computing Group ASA (”TCG”) recommends that the
company’s General Meeting approves the merger plan of 6 September 2007 for the
merger (the ”Merger”) between Komplett and Komplett ASA (“Komplett”), prepared
by the Boards of Directors of TCG and Komplett.
The Board of Directors’ rationale for the Merger is primarily that a merger of TCG and
Komplett will create an efficient European market player within Internal-based
commerce. Both TCG and Komplett have developed expertise and successful
technological solutions in a demanding international competitive situation. Internetbased
commerce is continually developing and the merged company will be a very
solid market player which will be able to pursue international possibilities with even
more strength than TCG can manage on its own.
The Board of Directors expects that the Merger will result in synergies. Inter alia, the
merged company will be able to obtain better purchasing terms than TCG and
Komplett individually and pursue a more integrated and effective product
development strategy than TCG and Komplett individually.
In the view of the Board of Directors, the Merger will create a sound basis for
continued long-term profitable growth for the merged company and create added
value for TCG’s shareholders.
2 THE LEGAL CONSEQUENCES OF THE MERGER
2.1 Legal procedure and other company law related matters
The Merger shall be implemented pursuant to the provisions in Chapter 13 of the
Public Limited Companies Act, with all assets, liabilities and obligations belonging to
TCG being transferred to Komplett. As a result of the Merger, TCG shall be dissolved
and at the same time the share capital in Komplett shall be increased by NOK
3 501 118 through the issue of 3 501 118 shares, each with a nominal value of NOK
1, c.f. Section 3.1 below.
The Merger must be approved by the General Meetings of TCG and Komplett with at
least a 2 /3 majority. If the employees in TCG and/or Komplett would like to make a
statement about the Merger such a statement will be sent out together with the notice
of the General Meeting where the merger plan shall be addressed.
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