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22.03.2001 MERGER PLAN APPROVED BY BOARD OF DIRECTORS"We refer to the notice to the Oslo Stock Exchange dated 7 February 2001 regarding the agreement on integration between SPCS-Gruppen ASA and Visma ASA. "In connection with the agreement on integration, the boards of directors of Visma ASA and SPCS-Gruppen ASA have entered into a plan for a merger, which will be presented for consideration by the general meetings of the respective companies. As the merger plan indicates, the transaction model chosen is somewhat different to the one described in the agreement regarding integration, in that the parent company, Visma ASA, would be merged with SPCS-Gruppen ASA. This does not affect the payment for the merger. It is assumed that the activities of SPCS-Gruppen ASA would be transferred to a wholly owned subsidiary before the effective date of the merger. A condition for the implementation of the merger is that the Ministry of Finance grants a tax concession in connection with the transfer, so that the merger can be carried out with tax-related continuity. "The merger plan has been submitted to the Oslo Stock Exchange and the OM Stockholm Stock Exchange, and will be sent to shareholders of the two companies shortly. It is expected that the general meetings of the companies will review the merger plan by the end of May 2001 at the latest. The notice of the general meetings and the prospectus prepared in connection with the merger will be sent to shareholders before the general meetings within the time limits in effect." Contacts: Visma ASA: �ystein Moan, CEO, or Tore Bjerkan, Financial Director, telephone (+47) 6752 5500 |