Demerger

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F-Secure to separate Consumer Security business through a partial demerger

The Board of Directors of F-Secure 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 it is planned to be renamed as WithSecure Corporation (“WithSecure”).

Impact to F-Secure’s current shareholders

  • No action is required from F-Secure’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 
  • The Demerger is subject to approval by an Extraordinary General Meeting (EGM), expected to be held in May 2022. A majority of two-thirds of the votes cast and shares represented in the EGM are needed to approve the demerger. 
  • Certain F-Secure shareholders, including Risto Siilasmaa, Mandatum Life Insurance Company Limited, Ilmarinen Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company and Kaleva Mutual Insurance Company, holding in the aggregate approximately 50.6 percent of the shares and votes in the Company, have, subject to certain customary conditions, irrevocably undertaken to attend the Company’s Extraordinary General Meeting and vote in favor of the Demerger.

Board members and management

  • The intention is that Pertti Ervi be appointed as the Chairman of the Board of the new Consumer Security company F-Secure and Timo Laaksonen as the President and CEO of F-Secure 
  • The intention is that that Risto Siilasmaa continues as the Chairman of the Board of the Company and Juhani Hintikka as the President and CEO of the Company

Possible share issue

  • In conjunction with the preparations for the Demerger, the Company is exploring alternatives for an optimal capital structure. One alternative is a share issue to finance the growth strategy related to its Corporate Security business.

Indicative timeline

Event

Time

Demerger plan published

Feb. 17, 2022

Annual General Meeting

March 16, 2022

Extraordinary General Meeting

Expected to be held in May 2022

Completion of the demerger (planned)

June 30, 2022

Trading starts on F-Secure shares (newly established Consumer Security company) on Nasdaq Helsinki (planned)

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

Strategic rationale

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 F-Secure?

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?

All shareholders of current F-Secure will be invited to an Extraordinary General Meeting, which needs to approve the demerger. The notice to the EGM will be published at a later stage.

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 timetable of the planned demerger will be confirmed at a later stage, and F-Secure will publish information on the timetable and instructions for investors separately.

Documents

Demerger Plan

Financial Statements Release 2021

Appendix: preliminary financial information  

Q4 2021 results and demerger presentation

Webcast

Feb. 17, 2022 webcast

Further information

Tom Jansson
Chief Financial Officer,
F‑Secure Corporation
investor-relations@f-secure.com
+358407001849