The partial demerger of WithSecure Corporation has been
WithSecure Corporation – Other information disclosed according to the rules of the exchange
The partial demerger of WithSecure Corporation has been registered; the listing application of F-Secure Corporation has been approved and trading in the shares of F-Secure Corporation will commence on 1 July 2022
Stock Exchange Release
30 June 2022 at 19.30 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
WithSecure Corporation (“WithSecure”) announced on 17 February 2022 that the Board of Directors of WithSecure had decided to pursue the separation of WithSecure’s consumer security business and had approved a demerger plan (the “Demerger Plan”) according to which all assets and liabilities of WithSecure’s consumer security business shall be transferred without a liquidation procedure to a company to be incorporated in connection with the partial demerger and to be named F-Secure Corporation (“F-Secure”) (the “Demerger”).
The Demerger has been registered with the Trade Register maintained by the Finnish Patent and Registration Office on the effective date today on 30 June 2022. In connection with the completion of the Demerger, Nasdaq Helsinki Ltd (”Nasdaq Helsinki”) has approved the listing application concerning the shares of F-Secure. Trading in 174,526,944 shares of F-Secure, admitted to trading on the official list of Nasdaq Helsinki under the trading code FSECURE (ISIN code: FI4000519236), will begin on 1 July 2022.
Trading in the shares of WithSecure will continue on the official list of Nasdaq Helsinki with a new ISIN code FI4000519228 and a new trading code WITH as of 1 July 2022.
The new shares in F-Secure to be issued as demerger consideration will be registered in the book-entry accounts of the shareholders of WithSecure on 1 July 2022. Shareholders of WithSecure who receive demerger consideration shares can trade in shares of F-Secure starting from 1 July 2022.
Laura Viita, Investor Relations Director, WithSecure Corporation
+358 50 487 1044
Tiina Sarhimaa, Chief Legal Officer, WithSecure Corporation
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 F-Secure’s sales come from selling products and services through its extensive and global channel partner network, 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.
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.
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