Torp Computing Group ASA

9
INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
2 RISK FACTORS
2.1.1 General
Investing in Komplett, TCG and the Merged Company involves inherent risks. Prospective investors
should consider, among other things, the risk factors set out herein in the Information
Memorandum before making an investment decision. The risks described below are not an
exhaustive list of risks facing Komplett, TCG and/or the Merged Company. Additional risks may also
have a material adverse effect on Komplett’s, TCG’s and/or the Merged Company’s business,
financial position and/or operating results.
A prospective investor and shareholder in either of the companies should carefully consider the
factors set forth below, and elsewhere in this Information Memorandum, and should consult his or
her own expert advisors as to the suitability of an investment in the shares of Komplett, TCG
and/or the Merged Company and/or its assessment of the proposed Merger.
In the risk factors described below reference is generally made to the Merged Company. However,
the risk factors will apply to Komplett and TCG respectively as long as the two companies remain
independent companies, i.e. up until the Merger is completed or if the Merger for any reason is not
completed.
Risks may in many cases effect revenue, efficiency, cost level of purchasing or operation, profit of
the company and/or the share price.
All forward-looking statements included in this document are based on information available to,
and considered relevant by, Komplett and TCG on the date hereof, and Komplett and TCG assume
no obligation to update any such forward-looking statements unless required by applicable law or
regulation. Investors are cautioned that any forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties. Actual results may thus differ
materially from those included in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those described below and elsewhere
in this Information Memorandum.
2.2 Certain risks related to the Merged Company and the industry in which it
operates
2.2.1 General
The Merged Company may in the future not be able to attract a sufficient number of paying
customers to generate adequate revenues to cover its operating expenses and/or service its debts.
Inability to attract a sufficient number of customers may have a material adverse effect on the
Merged Company’s business, operating results and financial condition.
The Merged Company may also be affected by the general state of the economy and business
conditions, including, but not limited to, the occurrence of recession and inflation, unstable or
adverse credit markets, fluctuations in operating expenses, technical problems, work stoppages or
other labour difficulties, property or casualty losses which are not adequately covered by insurance,
and changes in governmental regulations, such as increased taxation or introduction of regulations
decreasing the number of customers or increasing operating costs and capital expenditure.
2.2.2 Market development
The future success of the Merged Company’s business will depend on the continued growth in the
market in which the Merged Company will operate. There can be no assurance that the current
growth in the market will continue, and discontinued or reduced growth may have a material
adverse effect on the Merged Company’s business, operating results and financial condition.