Torp Computing Group ASA
Torp Computing Group ASA
Torp Computing Group ASA
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
28 August 2007 Strictly confidential<br />
liabilities of the companies. Our opinion is necessarily based on financial, economic, market<br />
and other conditions as in effect on, and the information made available to us as of, the date<br />
hereof.<br />
We assume that Komplett and TCG are not involved in any legal disputes and we are not<br />
informed of any other possible, future legal disputes or allegations regarding liability on the<br />
companies which, in our opinion, would be of material importance for the evaluation of the<br />
companies’ financial situation. Further we assume that all corporate decisions and resolutions<br />
have been taken by the relevant corporate bodies and in accordance with relevant legislation.<br />
No financial, commercial or legal due diligence has been conducted by Enskilda.<br />
We can and will not provide any assurance that the content in the information that we have<br />
based our statement on is correct or complete, and cannot give any guarantees or assurances<br />
with regards to the content.<br />
Enskilda undertakes no responsibility with regards to decisions based on the Komplett<br />
Board’s statement regarding the proposal. Komplett and the Komplett Board commit to<br />
indemnify Enskilda for any claim arising from the assignment as financial advisor for<br />
Komplett for this evaluation and recommendation regarding the merger with TCG.<br />
Komplett is responsible for that any transactions and decisions that are made in connection<br />
with the proposed merger are based on lawful decisions in Komplett’ steering committees as<br />
well as in accordance with prevailing laws and regulations.<br />
Enskilda is an investment firm engaged in securities trading and brokerage activities, as well<br />
as providing investment banking and financial advisory services. As financial adviser to<br />
Komplett in connection with the potential merger with TCG we will receive a fee for our<br />
services. In the ordinary course of our trading and brokerage activities Enskilda, or its<br />
associated companies, may at any time hold long and short positions, and trade or otherwise<br />
effect transactions, for our own account or the account of customers, in debt or equity<br />
securities of Komplett and TCG. Further employees of Enskilda and related parties could own<br />
shares in Komplett and TCG and could from time buy and sell shares in the companies.<br />
The content of this statement is not intended to be and shall not constitute a recommendation<br />
to the shareholders of Komplett as to whether to accept the exchange ratio or not, and each<br />
shareholder remains solely responsible for his/her own decisions.<br />
Any dispute arising out of, or relating to, this presentation shall be governed by the laws of<br />
Norway and shall be subject to the exclusive jurisdiction of the Norwegian courts.<br />
Document to the Board of Komplett <strong>ASA</strong>: Proposed merger with <strong>Torp</strong> <strong>Computing</strong> <strong>Group</strong> <strong>ASA</strong><br />
264<br />
2