Torp Computing Group ASA

35
INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
5.8.8 Pro forma financial information adjustments
Adjustments referred to in the pro forma statements refer to elimination of intercompany
transactions between Komplett and TCG Group, elimination of goodwill in TCG and share capital
increase in Komplett in connection with the merger consideration.
Note 1: TCG and Komplett have historically had some product sales to eachother. These
transactions have been eliminated in the pro-forma figures based on actual transactions in the
periods. Accounts receicables/payables have also been elimitanted based on actual balances.
Note 2: The merger is accounted for based on the purchase method in accordance with IFRS 3. The
purchase price is based on the merger exchange ratio and the Komplett share-price on June 30.
The assets taken over by Komplett is booked as a capital injection.
Note 3: The allocation of the purchase-price is based on a report from external advisors who have
identified relevant assets that are not already in the balance-sheet of TCG. The main asets
identified are as follows:
• Customer relations MNOK 32
• Brands MNOK 110
• Goodwill (residual) MNOK 322,6
• Deferred tax liability related to the assets above MNOK 40
Customer relations are subject to depreciation based on expected economic life. The depreciation
time is 3-5 years. The annual depreciation is MNOK 7.7
All of the adjustments listed above will also apply for and impact the financial statements going
forward.
In accordance with IFRS dividend to shareholders suggested to be paid out for 2006 in Komplett
ASA and TCG ASA are included in equity. In relation to the PPA dividends are treated as liabilities.
The values of the assets as at 30 June 2007 are used as basis for calculating depreciations for
2006. Alternatively, and to obtain consistence between the opening balance for 2006 (not
presented) and the closing balance, values might have been grossed up with the depreciations
calculated. An alternative presentation based on this method should mean slightly higher
depreciations in the pro forma income statement.
5.8.9 Auditor’s report
KPMG’s report regarding the pro-forma figures is attached hereto as Appendix 4.
5.9 The Merger’s impact on Komplett’s earnings, assets and liabilities
Based on the pro forma consolidated statements for 1H 2007, the merger has increased Komplett’s
net profit by 31%. Total assets and liabilities have increased by 105% and 101%, respectively.
TCG’s gross margin ratio has historically been lower than Komplett’s. The reason behind this is,
among other things that TCG has a larger portion of sales to resellers than to end users. The
merged company expects to achieve improved purchasing conditions and thereby strengthening
the company’s gross margin ratio over time.