REDEMPTION RIGHT AND CLAIM UNDER CHAPTER 18, SECTION 1 OF THE COMPANIES ACT REGARDING SHARES IN STONESOFT CORPORATION
STONESOFT CORPORATION STOCK EXCHANGE RELEASE 4 July 2013 at noon 12:00 pm
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
For further information, please contact:
Mikael Nyberg, CFO, Stonesoft Corporation
Tel. +358 9 476 711
NASDAQ OMX Helsinki Ltd