REDEMPTION RIGHT AND CLAIM UNDER CHAPTER 18, SECTION 1 OF THE COMPANIES ACT REGARDING SHARES IN STONESOFT CORPORATION
(Thomson Reuters ONE) -
STONESOFT CORPORATION STOCK EXCHANGE RELEASE 4 July 2013 at noon 12:00 pm
REDEMPTION RIGHT AND CLAIM UNDER CHAPTER 18, SECTION 1 OF THE COMPANIES ACT
REGARDING SHARES IN STONESOFT CORPORATION
Stonesoft Corporation ("Stonesoft") has today been notified by McAfee Suomi
Funding LLC ("McAfee") of McAfee's redemption right and claim under the Finnish
Companies Act.
McAfee holds approximately 95.26 per cent of all the shares and votes in
Stonesoft. McAfee has pursuant to its ownership exceeding nine tenths (9/10)
gained a right to redeem all shares held by other remaining shareholders in
Stonesoft (the "Shares" and each of them separately, a "Share") at fair value in
accordance with Chapter 18, Section 1 of the Companies Act.
McAfee has today 4 July 2013 notified Stonesoft of its decision to exercise its
redemption right and presented its redemption claim for the remaining shares in
Stonesoft in accordance with the Companies Act. The content of McAfee's
redemption claim is substantially as follows:
1. Redemption Price for the Shares
The redemption price for the Shares is EUR 4.50 per Share ("Redemption Price")
which is the same price as the consideration paid by McAfee in the voluntary
public tender offer for all the issued and outstanding shares and option rights
in Stonesoft announced on 6 May 2013 ("Tender Offer"). Through the Tender Offer,
McAfee has gained title to 95.26 per cent of all the shares in Stonesoft, and
thus exceeded the nine tenths (9/10) threshold of all the shares and votes in
Stonesoft. Accordingly, the Redemption Price of EUR 4.50 per Share shall be
considered as the fair value of the Shares in accordance with the Companies Act.
2. Transfer Tax and Payments
Possible transfer tax collected in Finland deriving from the redemption of the
Shares as well as the payments and charges arising from the book-entry
registrations carried out as a consequence of the redemption will be borne by
McAfee.
Background to McAfee's redemption notification and claim and the consideration
offered in the Tender Offer can be found in the Tender Offer Document dated 16
May 2013, which is available in Finnish at the branch offices of the cooperative
banks belonging to the OP-Pohjola Group and Helsinki OP Bank Plc and both in
Finnish and English on the internet at www.op.fi/merkinta and www.stonesoft.com.
McAfee has informed Stonesoft that in order to implement the redemption of the
Shares as referred to in the redemption notification and claim, McAfee will
initiate arbitration proceedings as provided in the Companies Act.
In order to allow the remaining shareholders and holders of option rights the
possibility to still accept the Tender Offer, McAfee has extended the offer
period by a subsequent offer period in accordance with the terms and conditions
of the Tender Offer. The subsequent offer period will expire on 10 July 2013.
Helsinki, 4 July 2013
Stonesoft Corporation
Ilkka Hiidenheimo
CEO
For further information, please contact:
Mikael Nyberg, CFO, Stonesoft Corporation
Tel. +358 9 476 711
Distribution:
NASDAQ OMX Helsinki Ltd
www.stonesoft.com
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Stonesoft Oyj via Thomson Reuters ONE
[HUG#1714205]
Unternehmensinformation / Kurzprofil:
Datum: 04.07.2013 - 11:00 Uhr
Sprache: Deutsch
News-ID 275671
Anzahl Zeichen: 4097
contact information:
Town:
Helsinki
Kategorie:
Business News
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"REDEMPTION RIGHT AND CLAIM UNDER CHAPTER 18, SECTION 1 OF THE COMPANIES ACT REGARDING SHARES IN STONESOFT CORPORATION"
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