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UNOFFICIAL TRANSLATION FROM NORWEGIAN – FOR INFORMATION PURPOSES ONLY
obligations which are transferred from TCG to Komplett will continue unchanged in
the merged company. Furthermore, the Merger will not have any immediate tax
effects for TCG’s shareholders which for tax purposes are resident in Norway. The
initial taxation value of the shares in TCG will be transferred unaltered to the
consideration shares which the shareholders of TCG receive as a result of the
Merger.
3 DETERMINATION OF THE MERGER CONSIDERATION AND
RATIONALE FOR THE EXCHANGE RATIO
3.1 Determination of the merger consideration
The merger consideration has been determined in accordance with the provisions in
Chapter 13 of the Public Limited Companies Act. The consideration for shares in
TCG will be paid in the form of shares in Komplett.
The exchange ratio for the Merger will be such that 1 share in TCG shall give
0.336134 shares in Komplett. No consideration shares shall be issued for TCG’s
potential holdings of own shares or for any shares Komplett owns in TCG. As a result
of the Merger, the share capital in Komplett will be increased by NOK 3 501 118
through the issue of 3 501 118 shares, each with a nominal value of NOK 1.
3.2 Rationale for the exchange ratio
In connection with the negotiations between the parties, Komplett was valued at NOK
1 577 749 600 and TCG was valued at NOK 416 633 600 as of 17 June 2007. The
valuation was based on there being 13 258 400 shares in Komplett and 10 415 840
shares in TCG. Neither of the parties have issued rights in the form of options,
subscription rights, convertible loans or other financial instruments that could result in
the issuing of additional shares in the companies.
The valuation of Komplett and TCG and thus the exchange ratio were determined
after negotiations between the parties. During the negotiations, a total assessment
was made of the market value of the companies on the Oslo Stock Exchange and the
OTC list over a certain period, historical earnings, book equity, future earning
potential and the value of the revenue and expense synergies which the Merger is
expected to provide a basis for.
No special difficulties were experienced when the exchange ratio was determined.
The Board of Directors of Komplett is of the view that the exchange ratio is
reasonable and satisfactory for Komplett and Komplett’s shareholders and
recommends that the company’s General Meeting approves the merger plan. This
conclusion is also supported by the ”fairness opinion” which TCG’s advisor,
NORDEN Fondsmeglerforretning ASA NORDEN Investment Banking, has prepared
for TCG’s Board of Directors.
M:\01 Kunde - jobbarkiv\E\SEB Enskilda\271234 Komplett TCG Fusjonsplan 242
og IM\VEDLEGG 5 - IM\App_02\App2 TCG BoD.DOC