WithSecure Corporation – Prospectus/Announcement of prospectus
The Finnish Financial Supervisory Authority has approved the supplement to the demerger and listing prospectus prepared for the partial demerger of WithSecure Corporation
WithSecure Corporation, Stock Exchange Release 9 June 2022 at 17.30 pm EEST
NOT FOR DISCLOSURE OR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION WHERE DISCLOSURE OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
The Finnish Financial Supervisory Authority has today on 9 June 2022 approved a supplement to the Finnish language demerger and listing prospectus (the “Demerger Prospectus”) prepared for the partial demerger of WithSecure Corporation (“WithSecure”) and for the admission to trading of the shares of F-Secure Corporation, which will be incorporated in connection with the partial demerger, on the official list of Nasdaq Helsinki Ltd.
The supplement to the Demerger Prospectus relates to the stock exchange release on the resolutions made by the Extraordinary General Meeting of WithSecure on 31 May 2022 and published by WithSecure on 31 May 2022. The stock exchange release stated that the Extraordinary General Meeting of WithSecure has resolved to approve the demerger plan and the partial demerger of WithSecure whereby all assets and liabilities relating to WithSecure’s consumer security business will be transferred without a liquidation procedure in accordance with the demerger plan to a company to be incorporated in connection with the partial demerger and to be named F-Secure Corporation (“F-Secure”).
In addition, the supplement to the Demerger Prospectus relates to the decisions of the organizing meeting of the future board of directors of F-Secure published by WithSecure on 31 May 2022, as well as F-Secure’s financial outlook for 2022 published by WithSecure on 3 June 2022.
The supplement to the Demerger Prospectus will be available on or about 9 June 2022 at https://www.withsecure.com/en/about-us/investor-relations/demerger and at https://investors.f-secure.com/en/. The supplement is attached in its entirety to this stock exchange release.
Laura Viita, Investor Relations Director, +358 50 487 1044
F-Secure is a Finnish and globally operating cybersecurity company. F-Secure designs and offers award-winning security and privacy products and services that help millions of consumers to protect themselves against online threats. Offering of F-Secure includes a comprehensive range of security and privacy products and services related to endpoint security, privacy protection, password management and digital identity protection, and router security that protects consumers’ entire connected home. The majority of sales of F-Secure come from selling products and services through its extensive and global network of Channel Partners, including approximately 170 Channel Partners. Channel Partners include, for example, communication service providers, retailers, banks, and insurance companies. In addition to selling products through Channel Partners, F-Secure makes standalone and all-in-one security offerings available to consumers through various e-commerce channels such as mobile application stores and its own online store. F-Secure operates globally with offices in multiple cities, and its headquarters is located in Helsinki. In the financial year 2021, F-Secure employed 245 employees on average. Following the Effective Date, F-Secure Corporation will be the parent company of the group. There will be 14 subsidiaries in direct or indirect ownership of F-Secure Corporation.
WithSecure is the trusted cyber security partner. Businesses and IT service providers – along with the largest financial institutions, manufacturers, and thousands of communications and technology providers – trust WithSecure for outcome-based cyber security that protects and enables their operations. The AI-driven protection secures endpoints and cloud collaboration. WithSecure’s intelligent detection and response are powered by experts who identify business risks by proactively hunting for threats and confronting live attacks. WithSecure’s consultants partner with enterprises and tech challengers to build resilience through evidence-based security advice. With more than 30 years of experience in building technology that meets business objectives, WithSecure has built its portfolio to grow with its partners through flexible commercial models.
This release is not an offer of shares in the United States and it is not intended for distribution within or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. The shares of F-Secure Corporation or WithSecure Corporation have not been registered and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.
This release does not constitute an offer of securities for sale or an invitation for offers to purchase securities by or on behalf of F-Secure Corporation or WithSecure Corporation.
This release must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of this release would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the U.S. Securities Act or other applicable securities laws. This release is not the demerger and listing prospectus. Investors are advised to consult the demerger and listing prospectus for more complete information about F-Secure Corporation and WithSecure as well as their shares and the partial demerger of WithSecure Corporation.
This release includes “forward-looking statements” that are based on present plans, estimates, forecasts and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions that are currently justifiable but may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial position of F-Secure Corporation or WithSecure Corporation to differ materially from those expressed or implied in the forward-looking statements. Neither F-Secure Corporation or WithSecure Corporation, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.
This release includes estimates relating to the benefits expected to arise from the potential separation of the business operations of WithSecure Corporation’s consumer security business, which have been prepared by WithSecure Corporation and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the potential separation of the business operations of WithSecure Corporation on the future company’s business, financial condition and results of operations. The assumptions relating to the estimated benefits and related costs are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause the actual benefits from the potential separation of the business operations of WithSecure Corporation, if any, and related costs to differ materially from the estimates in this release. Further, there can be no certainty that the demerger will be completed in the manner and timeframe described in this release, or at all.
Appendix: Supplement to the Demerger Prospectus