The Board of Directors of SSH Communications Security Corp (hereinafter referred to as “SSH”) and Applied Computing Research (ACR) Oy (hereinafter referred to as “ACR”) have signed the terms of merger on March 8, 2004. According to these terms of merger, ACR (the company being acquired) shall merge to SSH (the acquiring company). All assets and liabilities of the company being acquired are transferred without liquidation procedure in the merger to the acquiring company.
ACR and SSH form a group wherein ACR is the parent company. The main reason and the objective of the merger are to dissolve and simplify this group structure. More detailed information about the merger and its objectives has been announced in the earlier stock exchange release of SSH on March 9, 2004.
With implementation of the merger, SSH shall issue for the current shareholders of ACR Mr. Tatu Yl? and Mr. Tero Kivinen 16,942,487 new shares of SSH as a consideration of the merger. This amount of shares equals to the amount of shares of SSH currently owned by ACR. With the implementation of the merger, the shares of SSH owned by ACR shall be transferred into the possession of SSH. The merger is planned to be implemented on October 31, 2004.
ACR shall be dissolved in the merger and SSH shall cease to be a subsidiary belonging into the ACR -group. With the implementation of the merger, SSH shall issue for the current shareholders of ACR Mr. Yl? and Mr. Kivinen 16,942,487 new shares of SSH. These shares shall be issued so that Mr. Yl? shall receive 14,344,639 and Mr. Kivinen 2,597,848 shares as the consideration of the merger. Under these circumstances, the effects of the merger are that the group relation between ACR and SSH shall be dissolved and Mr. Yl? and Mr. Kivinen shall become direct shareholders of SSH with the amount of shares which equals to the current holding of ACR in SSH. There shall be no changes to the ownerships of the other shareholders of SSH because of the merger.
2. Proceeding and the schedule
The terms of merger with annexes were registered to the Trade Register and announced after the terms were signed by the Boards of Directors of SSH and ACR. The merger was approved in the Annual General Meetings of the Shareholders’ of the participating companies. After this, the companies requested a licence from the Trade Register for the implementation of the merger. The Trade Register granted this licence on August 30, 2004.
The companies have notified the merger to be implemented and the registration of the implementation is expected to happen according to the plan on October 31, 2004.
After the implementation of the merger, 16,942,487 new shares of SSH issued as the consideration of the merger shall be introduced to public trading on the main list of Helsinki Exchanges. The new shares shall belong to the same class of shares as the existing shares. An estimated date for this listing is November 1, 2004. SSH shall work up and publish a separate prospectus in connection with the listing of new shares. The prospectus shall be published after The Financial Supervision Authority has accepted it. It is expected that the publishing of the prospectus shall occur on October 25, 2004.
3. Nullification of own shares in connection to the merger
Wit the implementation of the merger SSH shall receive into its possession a total of 16,942,487 own shares currently owned by ACR. The Annual General Meeting of the Shareholders’ of SSH made conditional resolution on April 27, 2004 about the nullification of the own shares of the company to be received in the merger. In connection with this, the Annual General Meeting of the Shareholders’ resolved to decrease the premium fund. The Trade Register granted a licence on August 27, 2004 for the decreasing of the premium fund. The decreasing of premium fund was implemented immediately after this.
The Board of Directors of SSH has noted on its meeting on October 19, 2004 that the conditions of the nullification have been fulfilled, and therefore the resolution of the Annual General Meeting of the Shareholders’, shall be implemented by reporting the nullification of the shares to the Trade Register. The nullification shall be registered on the same day as the implementation of the merger (October 31, 2004).
The total amount of the issued shares of SSH shall not be increased as a result of the merger and the nullification of the shares and there shall be no effects to the shareholdings of other shareholders of SSH as a result of the merger.