Demerger
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ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY WITHSECURE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY.
THESE MATERIALS ARE NOT DIRECTED AT PERSONS LOCATED IN THE UNITED STATES AND IN ANY JURISDICTION WHERE THE DISTRIBUTION OF THESE MATERIALS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.
WithSecure (formerly F-Secure) completed a demerger on 30 June 2022. In the demerger, the former Consumer security business was separated into a new, independent company F-Secure Corporation that was listed on Nasdaq Helsinki on 1 July 2022. On this page, the main milestones of the demerger process are explained.
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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”) (formerly F-Secure Corporation) decided to pursue towards the separation of its Consumer Security business through a partial demerger and transfer its Consumer Security business into a new independent company named F-Secure Corporation (“F-Secure”). The demerger was completed on June 30, 2022. The trading in the new Consumer Security company’s shares on Nasdaq Helsinki (“Nasdaq Helsinki”) commenced on July 1, 2022. In connection with the Demerger, the Company will carry on its Corporate Security business.
The transaction was implemented through a partial demerger, where the Company’s shareholders received as a demerger consideration one (1) share in F-Secure for each share they held in the Company.
Board members and management
F-Secure Corporation
The Extraordinary General Meeting, held on May 31, 2022, 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 Corporation.
The Board of Directors of WithSecure Corporation appointed Timo Laaksonen, the Executive Vice President of Consumer Security at WithSecure, as the President & CEO of F-Secure. Furthermore, the following persons were 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 |
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.
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.
Timeline of demerger
Event | Time |
Demerger plan published | Feb. 17, 2022 |
Annual General Meeting, company name changed to WithSecure Corporation | March 16, 2022 |
Extraordinary General Meeting | May 31, 2022 |
Completion of the demerger | June 30, 2022 |
Trading starts on F-Secure shares (newly established Consumer Security company) on Nasdaq Helsinki | July 1, 2022 |
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
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
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
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.
Taxation matters will be determined according to the local rules and regulations of the country you live in.
We are expecting to receive formal published guidance from the Finnish Authorities regarding the split of WithSecure and F-Secure shares’ acquisition cost after the demerger. The split will be based on the net book values of the two companies on the effective date of the demerger, possibly adjusted by the share price split in the first weeks of trading. We will publish the information on both companies’ websites as soon as it has been received, but the process will most likely take some months.
If you sell shares before the resolution, please contact your local tax office for instructions of calculating the gain/loss of the sale.
If your sale is subject to another country’s taxation, taxation matters will be determined according to the local rules and regulations of the country where you are tax resident.
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 Thursday June 30, 2022. All trading transactions on the effective date at the latest will be settled so that purchased shares will give right to the demerger consideration shares. Assuming that the demerger will be completed on Thursday June 30, 2022, the new F-Secure shares become visible on the shareholders’ book-entry accounts and may be traded on Friday July 1, 2022.
Materials
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
Auditor’s assurance report on the compilation of pro forma financial information included in the Offering Circular to the Board of Directors of WithSecure
Interviews of WithSecure CEO and future F-Secure CEO in Inderes TV (in Finnish only)
Webcast
Releases
June 30, 2022
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
Read moreJune 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 moreJune 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 moreMay 31, 2022
Decisions of the organizing meeting of the future Board of Directors of F-Secure Corporation
Read moreMay 16, 2022
WithSecure publishes restated financial information for its continuing operations for 2021
Read moreMay 13, 2022
The Finnish Financial Supervisory Authority has approved the demerger and listing prospectus related to the planned partial demerger of WithSecure Corporation
Read moreApril 12, 2022
WithSecure Corporation’s Board of Directors has appointed the President & CEO and Management Team members of the new Consumer Security company
Read moreMarch 23, 2022
WithSecure Corporation successfully completes share issue raising EUR 77 million
Read moreMarch 23, 2022
WithSecure Corporation announces intention to offer new shares to institutional investors
Read moreMarch 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 moreMarch 16, 2022
Resolutions of the Annual General Meeting of F-Secure Corporation and the decisions of the organizing meeting of the Board of Directors
Read moreFebruary 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 moreFurther information
Laura Viita
Investor Relations Director
WithSecure Corporation
investor-relations@withsecure.com
+358 50 487 1044