Torp Computing Group ASA
Torp Computing Group ASA
Torp Computing Group ASA
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The Board of Directors of <strong>Torp</strong> <strong>Computing</strong> <strong>Group</strong> <strong>ASA</strong><br />
Østre Kullerød 5<br />
3241 Sandefjord<br />
28 August 2007<br />
Summary of Fairness Opinion issued in relation to the recommended merger<br />
between <strong>Torp</strong> <strong>Computing</strong> <strong>Group</strong> <strong>ASA</strong> and Komplett <strong>ASA</strong><br />
Introduction<br />
This summary has been prepared by Norden Fondsmeglerforretning <strong>ASA</strong> (Norden) and<br />
summarizes Norden’s opinion of the exchange ratio in the proposed merger between <strong>Torp</strong><br />
<strong>Computing</strong> <strong>Group</strong> <strong>ASA</strong> (TCG) and Komplett <strong>ASA</strong> (Komplett) announced 18 June 2007.<br />
The Boards of Directors of TCG and Komplett have agreed upon a proposed exchange ratio<br />
whereby each TCG shareholder will receive 0.336134 Komplett shares for every 1 TCG<br />
share, representing a total shareholding to the TCG shareholders of 20.89% of the combined<br />
company on a fully diluted basis. The Komplett shares to be issued to existing TCG<br />
shareholders will in all aspects be equal to the current shares in Komplett.<br />
This is a summary of the more detailed Fairness Opinion provided to the Board of TCG.<br />
Reservations<br />
Norden has been asked by the Board of Directors in TCG to prepare an opinion on the<br />
fairness of the exchange ratio in the proposed merger between TCG and Komplett.<br />
We have endeavored to get a correct impression of TCG and Komplett’s operations and<br />
financial position, but have not performed any independent review or due diligence<br />
investigation of the companies or their operations.<br />
Our opinion has been based on publicly available information prior to the date of this letter.<br />
We have assumed and relied upon, without independent verification, the accuracy and<br />
completeness of such information for the purposes of this opinion. We have relied upon and<br />
assumed the accuracy, completeness and fairness of all the financial and other information<br />
that has been provided to the public by TCG and Komplett.<br />
Our opinion is based on customary and generally approved valuation methodologies.<br />
Our opinion is necessarily based on market, economic, financial and other conditions as in<br />
effect on the date hereof. Norden has no expressed opinion of the possible future trading<br />
prices of the Komplett shares when, and if, they are issued.<br />
Norden is an independent investment firm licensed and regulated by the Financial<br />
Supervisory Authority of Norway (“Kredittilsynet”) providing investment banking and<br />
financial advisory services. In connection with providing the Board of Directors in TCG with<br />
an opinion, Norden will receive a fixed fee for its services whether or not the merger is<br />
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