Trifork – Follow-up on the Company’s restructuring and possible delisting

Message No. 02/2014

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| Source: Trifork A/S
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Aarhus, 2014-01-08 11:18 CET (GLOBE NEWSWIRE) --  

The Management of Trifork has thoroughly considered the strategic position of the Trifork Group and how to best position the Company and the Trifork Group for continued growth in the international markets.

In this context the Company announced on July 5, 2013 that a delisting from NASDAQ OMX Copenhagen was being considered.

Since then Management of Trifork has been analysing and planning an optimization of the Group structure to support the Company’s accelerating international growth. Management has reached the following conclusions:

  • A new holding company (Trifork Holding) should be formed in Switzerland. This shall ultimately serve as a holding company for the Trifork Group. It is Management’s assessment that a Swiss holding company would:
    • Be more attractive to international investors, thereby creating easier access to capital.
    • Provide better opportunities for financing of new international acquisitions.
    • Contribute to an organizational structure that is aligned with the business processes of the Group. International business development is already being handled out of Switzerland, whereto all other units report.
  • A delisting of Trifork from NASDAQ OMX Copenhagen will be part of the process, and it is the objective of the Management that:
    • All shareholders in Trifork who wish to remain shareholders in the Trifork Group should be offered the opportunity to remain shareholder by swapping any Trifork shares with shares in Trifork Holding.
    • All shareholders in Trifork who do not wish to get an unlisted share in Trifork Holding should be able to sell their shares to Trifork Holding for cash.
    • If legally possible and commercially reasonable for Trifork Holding enable Trifork Holding to buy back a certain percentage of the outstanding Trifork Holding shares each year in order for its shareholders to be able to sell Trifork Holding shares.
    • Trifork Holding will continue to follow the same accounting policies and practices as Trifork A/S previous has done and maintain a comparable level of information to all shareholders.
    • Trifork Holding should later be listed again on an international stock exchange (given that it will be possible and commercially reasonable to list Trifork Holding in the future).
  • Giving the current conditions and trading on NASDAQ OMX Copenhagen it is the evaluation that all shareholders and the Group will benefit from a delisting now and a future new listing on an international stock exchange.

Based on these conclusions the management of Trifork have initiated the formation of a new holding company (Trifork Holding AG) in Switzerland. It is the intention that this company will be the ultimate holding company of the Trifork Group and the centre for all of the Group’s international activities.

The current members of Trifork’s Executive Board as well as the chairman of the Board of Directors together with certain major shareholders of Trifork are founders of Trifork Holding AG.

Trifork Holding AG has been formed on January 8, 2014, by the Founders by contribution in kind of Trifork A/S shares and by contribution in cash. Each of the founders received 1 (one) Trifork Holding AG share for each 1 (one) share in Trifork A/S injected as contribution in kind or 1 (one) Trifork Holding AG share for each contribution in cash of DKK 13.6. At the founding the company holds 66.87% of the shares in Trifork A/S.

Trifork Holding AG will offer the remaining shareholders of Trifork an opportunity to continue their ownership in the Trifork Group by becoming shareholders in Trifork Holding AG. This will be done by an offer to all Trifork A/S shareholders to swap each one share they have in Trifork A/S for each one new share in Trifork Holding AG. If existing Trifork A/S shareholders for some reason rather would like selling their Trifork shares for cash, Trifork Holding AG will offer a cash consideration of DKK 13.6 per Trifork A/S share of DKK 1.

At the time of founding Trifork Holding AG, the company has received irrevocable commitments from several other shareholders in Trifork A/S to tender Trifork shares for new shares in Trifork Holding AG. The shares will be tendered in relation to the takeover offer that Trifork Holding AG will publish within 4 weeks, as soon as approved by the Danish FSA.

Including commitments Trifork Holding AG will control (directly and indirectly) 80.78% of the shares and votes in Trifork A/S.

If, following completion of the takeover offer, Trifork Holding holds more than 90% of the shares and votes, Trifork Holding AG intends to make a compulsory takeover of the remaining shares and apply for a delisting of Trifork A/S.

About Trifork

Trifork was founded in 1996 and is listed on NASDAQ OMX in Copenhagen. It is an innovative software development company focusing on Mobile, Agile and Cloud. It develops and delivers business critical IT systems for several sectors including finance, healthcare, government, manufacturing and telecom. Trifork employs 265 people in 12 offices in Aarhus, Copenhagen, Esbjerg, London, Zürich, Amsterdam, Krakow, Budapest, Stockholm and San Francisco. At the end of 2012 Trifork had a market value at DKKm 243 / EUR 33M, with a turnover in 2012 of DKKm 223 / EURm 30.

 

Kind regards,

Board of directors, Trifork A/S

 

Trifork A/S

Margrethepladsen

DK-8000 Århus C, Denmark

CVR-no. 20921897

ISIN DK0060102887

Shortname: TRIFOR

Phone: +45 8732 8787

Fax: +45 8732 8788

Contact:

CEO, Jørn Larsen

Direct: +41 79 430 9697

E-mail: jla@trifork.com