Tieto Oyj (HLSE:TIETO) entered into a merger agreement to acquire EVRY ASA (OB:EVRY) from Apax Partners LLP and other shareholders for NOK 13.1 billion on June 18, 2019. As merger consideration, the shareholders of EVRY will receive 0.12 new shares in Tieto and NOK 5.28 in cash for each share in EVRY. In aggregate, 44.3 million new shares in Tieto are expected to be issued as part of the merger and EVRY's shareholders will receive a total cash consideration of NOK 1.95 billion. A total of 44.3 million shares of Tieto given as merger consideration will be traded on the Nasdaq Helsinki together with the old shares as of December 5, 2019. Following the combination, Tieto's shareholders will hold approximately 62.5% in the combined company and EVRY's shareholders approximately 37.5%. Tieto has obtained a commitment for financing of the merger from Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ).

The new financing arranged in connection with the combination consists of a €300 million (NOK 2.9 billion) Bridge Loan Facility and a €400 million (NOK 3.9 billion) Term Loan Facility, each available from the completion date of the merger. The facilities agreement will also include a €250 million (NOK 2.4 billion) Revolving Credit Facility with a maturity of 5 years, likewise underwritten by Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ). The proposed combination will take the form of a taxable statutory cross-border absorption merger of EVRY into Tieto pursuant to the Norwegian and Finnish Companies Acts. As a consequence of the completion of the merger, EVRY will dissolve. The combined company will be named Tieto EVRY Corporation. The merger agreement may be terminated by mutual written consent duly authorized by the Boards of Directors of Tieto and EVRY, under certain circumstances.

Tieto's shareholders' Nomination Board and the Board of Directors propose to the Extraordinary General Meeting (EGM) that Tomas Franzén will chair the Board of Directors of the combined company consisting of Tieto and EVRY Board members. Kimmo Alkio will be Chief Executive Officer of the combined company, and Per Hove will continue in his role as Chief Executive Officer of EVRY until the closing of the transaction and work closely with Kimmo Alkio in the integration of the companies. The Shareholders' Nomination Board of Tieto further proposes to the Tieto EGM that Rohan Haldea, Salim Nathoo and Leif Teksum from the EVRY Board of Directors will join the Board of the combined company upon completion of the merger. Timo Ahopelto, Liselotte Hägertz Engstam, Harri-Pekka Kaukonen, Niko Pakalén and Endre Rangnes from the Tieto Board of Directors are proposed to continue as members of the Board of Directors, whereas Kurt Jofs and Johanna Lamminen will resign from the Board of Directors of the combined company with effect from completion. Rohan Haldea, Salim Nathoo and Leif Teksum of EVRY will be retained as Directors of the combined company.

Furthermore, the employees of the combined company are contemplated to have a right to nominate four employee representatives as Board members. Apax shall nominate two members to TietoEVRY's Board of Directors so long as Apax's ownership of shares in TietoEVRY exceeds 10% of all outstanding shares and one member to TietoEVRY's Board of Directors so long as Apax's ownership of shares in TietoEVRY exceeds 5% of all outstanding shares; Solidium shall nominate one member to TietoEVRY's Board of Directors so long as Solidium's ownership of shares in TietoEVRY exceeds 5% of all outstanding shares; and Cevian shall nominate one member to TietoEVRY's Board of Directors so long as Cevian's ownership of shares in TietoEVRY exceeds 5% of all outstanding shares.

With corporate and management functions across the Nordics, the combined company will have its legal domicile in Espoo, Finland. Following completion of the merger the shares in the combined company will continue to be listed on the official list of Nasdaq Helsinki and Nasdaq Stockholm. As of December 2, 2019, Tieto has submitted an application for a parallel listing of its shares on the Oslo Stock Exchange in connection with the completion of the Merger. The shares will be listed through a depository interest arrangement in the Norwegian Verdipapirsentralen, and will be trading on the Oslo Stock Exchange under the ticker code 'TIETOO'. In addition, an application will be made for listing the combined company on Oslo Børs. Thomas Franzen will become the Chairman of the Board and Salim Nathoo, Rohan Haldea and Leif Teksum will be joining the combined board of Directors of Tieto EVRY.

Completion of the merger is conditional on approval by two thirds of the shares and votes of Tieto and EVRY at the respective EGMs, which are currently expected to be held in September 2019 at the latest. Completion of the merger is also subject to competition approvals having been obtained from the Norwegian Competition Authority, Finnish Competition Authority, Swedish Competition Authority and the Ukrainian Competition Authority, regulatory approvals having been obtained from the Norwegian Financial Supervisory Authority regarding the payment institute licenses held by EVRY Card Services AS, and from the Finnish Ministry of Economic Affairs and Employment arising as a result of the issuance of the Merger Consideration Shares to Apax following which Apax will hold more than 10% of the Shares, Tieto having obtained written confirmations from Nasdaq Helsinki and Nasdaq Stockholm that the listing of the Merger Consideration Shares will take place promptly upon the completion of the Merger as well as other customary closing conditions, but is not subject to any conditions with respect to financing, due diligence or material adverse change.

On August 8, 2019, the merger prospectus has been approved by the Finnish Financial Supervisory Authority. As of September 2, 2019, the transaction is approved by shareholders of EVRY. Shareholder meeting of Tieto is scheduled on September 3, 2019. As of September 3, 2019, the transaction is approved by the shareholders of Tieto. Tieto's largest shareholders Cevian Capital Partners Ltd and Solidium Oy and EVRY's largest shareholder Funds advised by Apax Partners LLP, have irrevocably undertaken to attend the respective EGMs and vote in favour of the merger. As of November 1, 2019, Tieto and EVRY announce that all required regulatory approvals have been received, including competition clearances. As of November 29, 2019, the transaction is approved by Norwegian Competition Authority. All closing condition of the transaction have been fulfilled and the transaction now becomes unconditional. Closing of the merger is expected to take place during the fourth quarter of 2019, or during the first quarter of 2020 at the latest. As on August 9, 2019, the transaction is expected to close on February 1, 2020. As of November 29, 2019, the transaction is expected to become effective on December 5, 2019.

Bank of America Merrill Lynch International Designated Activity Company Stockholm Bankfilial acted as the lead financial advisor and fairness opinion provider and Nordea Bank as financial advisor and fairness opinion provider to Tieto in the combination. Roschier, Attorneys Ltd. is acting as the lead counsel and legal advisor, Advokatfirmaet Haavind AS, Cleary Gottlieb Steen & Hamilton LLP and Gabriel Svedberg, Hugo Norlén, Michael Edquist, Caroline Björlingson, Mikael Olsson, Patrik Rindstål, Erik Husdal, Filip Markhed, Disa Almqvist, Monica Lindström and Carolin Martinez of Advokatfirman Lindahl KB as the legal advisors to Tieto. ABG Sundal Collier acted as the financial advisor and fairness opinion provider to EVRY in the combination. Advokatfirmaet Schjødt AS acted as the lead counsel and legal advisor and Hannes Snellman Attorneys Ltd acted as the legal advisor to EVRY. Wiersholm, Mellbye & Bech acted as legal advisor to Apax Partners LLP.

Tieto Oyj (HLSE:TIETO) completed the acquisition of EVRY ASA (OB:EVRY) from Apax Partners LLP and other shareholders on December 5, 2019. The combined company will operate as TietoEVRY Corporation. EVRY is consolidated to TietoEVRY as from December 5, 2019.