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07.02.2001 AGREEMENT ON INTEGRATION WITH SPCSThe boards of directors of SPCS-Gruppen ASA (“SPCS”), Visma ASA (“Visma”), and Visma Business ASA (“Business”) have today entered into an agreement regarding integration of the companies (“the Agreement”). In terms of the agreement, the boards will initiate closing negotiations with the aim of adopting a merger plan (“the Merger Plan”) for the merger of SPCS and Business. Business will be the acquiring company. SPCS shareholders will receive shares in Visma as the merger consideration. The parties agree that the merger consideration will comprise 12,224,967 million shares in Visma, with the result that SPCS will have a total holding of 42.2% in Visma after the merger. This means that each share in SPCS will give 0.21662 shares in Visma. It is a prerequisite that the merger can be implemented with accounting and tax-related continuity, and with effect in the accounts from 1 January 2001. In terms of the Agreement, the parties will immediately start mutual due diligence. The intention is that the boards will sign the Merger Plan at the end of February 2001. Soon after this takes place, the boards will convene general meetings in the respective companies to discuss the Merger Plan. It is expected that the general meetings will be held at the beginning of April, and that, if the plan is approved, it will be possible to undertake the merger in July 2001. It will be proposed that SPCS shareholders elect two representatives to Visma's Board. Øystein Moan will continue as CEO, and efforts will be made to ensure continuity in other respects by establishing an administration and management group consisting of employees from both parties. It is assumed that the rights of employees will not be negatively affected by the merger. The boards’ desire for the merger must be seen against the background of increasing consolidation nationally and internationally in the companies’ business areas. The companies complement each other in their expertise, market contact, organization, products and distribution network. Through the merger, the companies will create a substantial and competitive grouping on a Nordic basis, without becoming too dominant in any individual market. With its combined human and financial resources, the merged group will be able to offer its markets a wider and better range of products and services, and will be better equipped to compete internationally within selected areas. It is also assumed that a merger of the companies has the potential to generate annual cost synergies worth at least NOK 25 million in 2002. The combined grouping will have more than 600 employees, and expects total sales on a pro forma basis to exceed NOK 800 million in the current year. Visma's Board has also resolved the following: In the light of the Visma Group’s capital structure after the sale of the Marine division, the Board proposes the payment of a dividend of NOK 5 per share in Visma ASA for the financial year of 2000. This will be discussed at Visma's annual general meeting on 2 March 2001. In the transaction, Sundal Collier & Co and Orkla Enskilda Securities are acting as advisors for Visma and SPCS respectively. Contacts: Visma ASA: Øystein Moan, CEO, tel. +47 6752 5510/cellular +47 920 80 000 SPCS Group ASA Hans Christian Qvist, CEO, tel. +47 23 15 81 65/cellular +47 928 82 000 |