Torp Computing Group ASA

To: The Board and CEO, Komplett ASA
From: SEB Enskilda ASA
28 August 2007
Summary of Fairness Opinion issued in relation to the recommended merger
between Komplett ASA and Torp Computing Group ASA
Introduction
This opinion is prepared by SEB Enskilda ASA (Enskilda) and summaries Enskilda’s
evaluation of the recommended merger between Torp Computing Group ASA (TCG) and
Komplett ASA (Komplett) announced 18 June 2007.
The Boards of Directors of TCG and Komplett have agreed upon a proposed exchange ratio
whereby each TCG shareholder will receive 0.336134 Komplett shares for every 1 TCG
share, representing 20.89% of the combined company on a fully diluted basis.
Based on the closing prices as of Friday 15 June 2007 this gives an implied price per TCG
share of NOK 45.37, representing a 14.9% premium on the TCG share price. However, it
should be noted that the liquidity in the TCG share has been low, and on Friday 15 June 2007,
only 400 shares with a total value of NOK 15,800 was traded. 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.
This is a summary of the more detailed Fairness Opinion provided to the Board of Komplett
ASA.
Reservations
Our opinion is prepared on the basis of the mandate as financial advisor for the Board of
Komplett in connection with a potential merger with TCG. We have endeavored to get a
correct impression of Komplett’ and TCG’ operations and financial position, but have not
performed any independent review or ”due diligence” investigation of the companies or its
operations.
This opinion has been prepared by Enskilda prior to 28 August 2007 and is mainly based on
publicly available information for both TCG and Komplett. We have assumed and relied
upon, without independent verification, the accuracy and completeness of the information
reviewed by us for the purposes of this opinion. We have relied upon and assumed the
accuracy, completeness and fairness of all the financial and other information that was
provided to the public by the companies. With respect to the input provided to us by the
companies, we have assumed that it has been reasonably prepared on a basis reflecting the
best currently available estimates and judgments of the management of the companies as to
the operating and financial performance of the companies. We have not assumed any
responsibility for making an independent evaluation of any of the individual assets or
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