Demerger

 

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Important Notice

This material is not intended to be disclosed, viewed or distributed in certain jurisdictions. In certain jurisdictions, only certain categories of person may be allowed to view such materials. These materials are not provided for, and are not directed at, any person in the United States. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase the securities described in such materials in the United States. In particular, any securities referred to in these materials have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

WithSecure to separate Consumer Security business through a partial demerger

The Board of Directors of WithSecure Corporation (the “Company”) has decided to pursue towards the separation of its Consumer Security business through a partial demerger. It is planned that the Consumer Security business will be transferred into a new independent company to be named F-Secure Corporation (“F-Secure”). The planned completion date of the demerger is June 30, 2022. The trading in the new Consumer Security company’s shares on Nasdaq Helsinki (“Nasdaq Helsinki”) is expected to commence on July 1, 2022, or as soon as possible thereafter. In connection with the Demerger, the Company will carry on its Corporate Security business and as decided by the Annual General Meeting on March 16, 2022, it was renamed as WithSecure Corporation (“WithSecure”). 

Impact to WithSecure’s current shareholders

  • No action is required from WithSecure’s current shareholders. The demerger will not affect the listing of the Company or the trading in its shares.
  • The transaction will be implemented through a partial demerger, where the Company’s shareholders will receive as a demerger consideration one (1) share in F-Secure for each share they hold in the Company  
  • On May 31, 2022, the Extraordinary General Meeting (EGM) of WithSecure approved the partial demerger according to a demerger plan.

Board members and management

F-Secure Corporation

On May 31, 2022, the EGM of WithSecure elected Pertti Ervi, Thomas Jul, Madeleine Lassoued, Risto Siilasmaa, Petra Teräsaho and Calvin Gan, who belongs to the personnel of F-Secure Corporation, as members of the Board of Directors of F-Secure. The election is conditional upon the completion of the demerger.

In its organizing meeting held after the EGM, the future members of F-Secure's Board of Directors elected Pertti Ervi as the Chairperson. The members of the future Board of Directors of F-Secure can be found here.

The Board of Directors of WithSecure Corporation has appointed Timo Laaksonen as the President & CEO of F-Secure. Currently, Mr. Laaksonen is the Executive Vice President of Consumer Security at WithSecure. He will continue in his current position until the completion of the Demerger, at which time the appointments concerning F-Secure will take effect. Furthermore, the following persons have been appointed to constitute F-Secure’s Management Team, together with the President & CEO, effective upon the completion of the Demerger:

Name Title

Michal Iwan

Vice President, Security Suite Business Team

Mikko Kestilä

Vice President, Operations

Richard Larcombe

Chief Marketing Officer

Antero Norkio

Senior Vice President, Corporate Development

Steven Offerein

Vice President, Portfolio Management

Paul Palmer

Senior Vice President, Partner Business

Sari Somerkallio

Chief Financial Officer

Perttu Tynkkynen

Senior Vice President, Direct Business

Dmitri Vellikok

Vice President, Network Security Business Team

Kitta Virtavuo

Chief People Officer

Toby White

Chief Technology Officer

The members of F-Secure's Management Team can be found here

WithSecure Corporation

The Annual General Meeting, held on March 16, 2022, re-elected the following board members: Risto Siilasmaa, Keith Bannister, Pertti Ervi, Päivi Rekonen and Tuomas Syrjänen. Kirsi Sormunen and Tony Smith, who is a personnel representative of F-Secure Corporation, were elected as new members of the Board of Directors.

The members of WithSecure’s Leadership Team can be found here.

Share issue

On March 23, 2022, WithSecure Corporation announced it had offered 15,800,000 new shares in the Company to a number of institutional investors in an accelerated book-built offering. Organized by Carnegie Investment Bank AB, Finland Branch, the offering was carried out in an accelerated book-building process in which selected institutional investors submitted bids for the shares. The offering attracted strong domestic and international demand from more than 50 high-quality institutional investors.

The subscription price was EUR 4.86 per share. The Company received gross proceeds of approximately EUR 77 million as a result of the share Issue. The Company intends to use the proceeds from the offering to finance the implementation of the growth strategy relating to its corporate security business.

Indicative timeline

Event

Time

Demerger plan published

Feb. 17, 2022

Annual General Meeting

March 16, 2022

Extraordinary General Meeting

May 31, 2022

Completion of the demerger (planned)

June 30, 2022

Trading starts on F-Secure shares (newly established Consumer Security company) on Nasdaq Helsinki (planned, provided that the completion of the demerger is on June 30, 2022)

July 1, 2022, or as soon as possible thereafter

Strategic rationale

The Company has during the past few years successfully transformed and today operates two strong businesses, Consumer Security and Corporate Security, which have good opportunities to grow in their main markets.

The Board of Directors of the Company expects that the Demerger will strengthen the preconditions for shareholder value creation both in WithSecure as well as in F-Secure. The demerger:

  • Enables WithSecure and F-Secure to better serve and meet the specific needs of their respective customers and partners 
  • Clarifies the strategic focus at both companies to capture the growth potential of consumer and corporate security markets 
  • Accelerates the execution of strategy and increases competitiveness of both companies 
  • Allows for an optimal capital allocation strategy 
  • Clarifies the equity stories with different value creation profiles

Frequently asked questions

What is the rationale behind the demerger?

The Board of Directors of the Company expects that the Demerger will strengthen the preconditions for shareholder value creation both in WithSecure as well as in F-Secure

What happens to my shareholding in the current WithSecure?

Your shareholding in the current company will remain unchanged. Upon the completion of the demerger, you will receive shares in the newly established Consumer Security company based on your shareholding in the existing company

Is the demerger diluting the value of my shareholding?

The demerger does not dilute your shareholding and you will receive shares in the newly established Consumer Security company based on your holding in the current company.

What do I have to do now? Who will approve the demerger and when?

On May 31, 2022, the EGM of WithSecure approved the demerger. No action is required from WithSecure's current shareholders.

Will there be tax consequences?

Taxation matters will be determined according to the local rules and regulations of the country you live in.

What is the last day to hold shares in the current company to be eligible for the demerger consideration and thus receive shares in the Consumer Security business?

The allocation of the demerger consideration shares is based on the number of WithSecure shares registered in the shareholder’s book-entry account on the effective date, which is expected to be June 30, 2022. Please note that it can take a couple of banking days from the purchase of WithSecure’s shares before they are shown on your book-entry account and are thus eligible for the demerger consideration.

Materials

Offering Circular

Supplement to the Offering Circular 9 June 2022

Marketing Brochure

Unaudited pro forma financial information of F-Secure

Audited carve-out financial statements of F-Secure for the financial years ended 31 December 2021, 31 December 2020 and 31 December 2019 and auditor’s report

Unaudited carve-out financial information of F-Secure as at and for the three months period ended 31 March 2022, including unaudited carve-out comparative financial information as at and for the three months period ended 31 March 2021

The Articles of Association (In Finnish)

Extract from the Finnish Trade Register of WithSecure (In Finnish)

Auditor’s assurance report on the compilation of pro forma financial information included in the Offering Circular to the Board of Directors of WithSecure

Demerger Plan

Auditor's statement on Demerger Plan

Appendix: preliminary financial information  

Financial Statements Release 2021

Q4 2021 results and demerger presentation

Interviews of WithSecure CEO and future F-Secure CEO in Inderes TV (in Finnish only)

WithSecure sijoituskohteena

F-Secure sijoituskohteena

Webcast

Feb. 17, 2022 webcast

Releases

June 14, 2022

WithSecure Corporation has decided to complete the partial demerger in which the company’s consumer security business will be transferred to a new listed company F-Secure Corporation, and to apply F-Secure Corporation’s shares for listing

Read more

June 9, 2022

The Finnish Financial Supervisory Authority has approved the supplement to the demerger and listing prospectus prepared for the partial demerger of WithSecure Corporation

Read more

June 3, 2022

WithSecure Corporation issues financial outlook for F-Secure for 2022

Read more

June 3, 2022

WithSecure Corporation issues its financial outlook for 2022

Read more

May 31, 2022

Decisions of the organizing meeting of the future Board of Directors of F-Secure Corporation

Read more

May 31, 2022

Resolutions of the Extraordinary General Meeting of WithSecure Corporation

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May 16, 2022

WithSecure publishes restated financial information for its continuing operations for 2021

Read more

May 13, 2022

The Finnish Financial Supervisory Authority has approved the demerger and listing prospectus related to the planned partial demerger of WithSecure Corporation 

Read more

April 12, 2022

WithSecure Corporation’s Board of Directors has appointed the President & CEO and Management Team members of the new Consumer Security company 

Read more

April 12, 2022

Notice of The Extraordinary General Meeting of WithSecure Corporation 

Read more

March 23, 2022

WithSecure Corporation successfully completes share issue raising EUR 77 million 

Read more

March 23, 2022

WithSecure Corporation announces intention to offer new shares to institutional investors

Read more

March 16, 2022

F-Secure Corporation’s Board of Directors' announcement of the intended members of the Board of Directors of the new Consumer Security company 

Read more

March 16, 2022

Resolutions of the Annual General Meeting of F-Secure Corporation and the decisions of the organizing meeting of the Board of Directors 

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February 17, 2022

Notice of the Annual General Meeting of F-Secure Corporation 

Read more

February 17, 2022

F-Secure Corporation’s Board of Directors has decided to pursue towards the separation of the company’s Consumer Security business into a new listed company and has approved a demerger plan

Read more

Further information

Laura Viita
Investor Relations Director
WithSecure Corporation
investor-relations@withsecure.com
+358 50 487 1044