Torp Computing Group ASA

4
INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
1 SUMMARY
This summary includes a brief description of Komplett, TCG and the Merged Company. Investors
are advised that (a) it should be read as an introduction to the Information Memorandum; (b) any
decision to invest in the shares issued by Komplett, TCG or the Merged Company or on how to
assess the proposed Merger should be based on consideration of the Information Memorandum as
a whole by the investor; (c) where a claim in relation to the information contained in the
Information Memorandum is brought before a court, the plaintiff investor might have to bear the
costs of translating the Information Memorandum before the legal proceedings are initiated; and
(d) civil liability attaches to those persons who have tabled the summary including any translation
thereof, and applied for its notification, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Information Memorandum.
1.1 The Proposed Merger of Komplett and TCG
The Boards of Directors of Komplett ASA (Komplett) and Torp Computing Group ASA (TCG) have
entered into a Merger Plan dated 6 September 2007, which will be presented to the shareholders of
both companies for their approval in an Extraordinary General Meetings to be held on 11 October
2007. Komplett will be the surviving entity in the Merger.
The Merger will be completed pursuant to the provisions on statutory mergers set out in the Public
Limited Companies Act, Chapter 13. Upon completion of the Merger TCG will be liquidated and
transfer its assets, rights and obligations in its entirety to Komplett, with the TCG shareholders
receiving the merger consideration as described in section 4.5.1 below.
The Merger Plan must be approved by the general meetings of Komplett and TCG. Such approval
requires a qualified majority of two-thirds of the votes cast and share capital represented at the
respective general meetings.
The Merger is pursuant to the Merger Plan subject to certain conditions including, without
limitation, approval from the Norwegian Competition Authority and any other applicable
competition authorities as well as the lapse of a two months creditor notice period, cf section 4.5.2
for a more detailed description of these and other conditions for implementation of the Merger. It is
expected that the Merger be completed by the end of 2007.
1.2 Background for the Merger
Komplett and TCG have both successfully developed expertise and technological solutions in the
face of a demanding international competitive situation. E-commerce is in continuous development.
The Merged Company will be a very strong player that can pursue international opportunities with
even greater leverage.
The ambition for the Merged Company is to offer European end-users the best selections of
products, prices and customer service available especially within computer equipment, consumer
electronics and appliances. Improved economies of scale and business and technical development
are among the areas in which synergies are expected. The brand names Komplett, MPX, Itegra and
Norek will be continued.
The recommended merger is motivated by ambitions of growth. Consequently, downsizing due to
overlapping functions is expected to be limited, and will be handled through internal realignment
and natural attrition.