CGI Nordic Investments Limited. Affecto Plc

Transcription

1 OFFER DOCUMENT Voluntary Public Tender Offer by CGI Nordic Investments Limited for All Issued and Outstanding Shares in Affecto Plc Consideration of EUR 4.55 per Share CGI Nordic Investments Limited (the Offeror ) and Affecto Plc ( Affecto or the Company ) have on 21 August 2017 entered into a combination agreement (the Combination Agreement ) pursuant to which the Offeror hereby makes a voluntary recommended public tender offer to acquire all issued and outstanding shares in the Company that are not owned by the Company or any of its direct or indirect subsidiaries (the Target Shares ) on the terms and subject to the conditions set forth below (the Tender Offer ). The Offeror is a private limited company incorporated under the laws of England and Wales. The Offeror is a wholly-owned indirect subsidiary of CGI Group Inc. ( CGI ), a public corporation incorporated under the laws of province of Quebec, Canada. The shares of CGI are listed on the Toronto Stock Exchange and the New York Stock Exchange. The Company is a public limited liability company incorporated under the laws of Finland. The Target Shares have been admitted to trading on the official list of Nasdaq Helsinki Ltd ( Nasdaq Helsinki ). The Tender Offer was announced by the Offeror on 22 August 2017 with a cash consideration of EUR 4.55 per each Target Share validly tendered and not validly withdrawn (the Consideration ). The period allowed for the acceptance of the Tender Offer will commence on 30 August 2017 at 9.30 a.m. (Finnish time) and expire on 27 September 2017 at 4.00 p.m. (Finnish time), and may be extended or discontinued by the Offeror as set forth below under Terms and Conditions of the Tender Offer (the Offer Period ). The Consideration represents a premium of approximately 48.5 percent compared to the volume-weighted average trading price (EUR 3.06) of the Target Shares on Nasdaq Helsinki during the 12-month period preceding the day of announcement of the Tender Offer, a premium of approximately 27.6 percent compared to the volume-weighted average trading price (EUR 3.57) of the Target Shares on Nasdaq Helsinki during the 3-month period preceding the announcement of the Tender Offer, and a premium of approximately 29.3 percent compared to the closing price (EUR 3.52) of the Target Shares on Nasdaq Helsinki on 21 August 2017, the last trading day before the announcement of the Tender Offer. The completion of the Tender Offer is subject to the satisfaction of the conditions described under Terms and Conditions of the Tender Offer Closing Conditions in this tender offer document (the Offer Document ). The Offeror reserves the right to waive any conditions to completion of the Tender Offer or to withdraw the Tender Offer as described under Terms and Conditions of the Tender Offer. The information on this front page should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Offer Document. Investors are urged to carefully familiarize themselves with this Offer Document and especially with the section Terms and Conditions of the Tender Offer. The largest shareholder of the Company, Cantell Oy, representing approximately percent of the shares and votes in the Company, has, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer and not to accept any competing offer with a consideration of less than EUR 4.70 per Target Share. The unconflicted members of the Board of Directors of the Company recommend that the holders of Target Shares accept the Tender Offer. The Tender Offer is not being made, and the Target Shares will not be accepted for purchase from or on behalf of any persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities laws or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by this Offer Document. The Tender Offer is not being made, directly or indirectly, and this Offer Document and any and all materials related thereto should not be sent in or into the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction where prohibited by applicable law. Financial Adviser to the Offeror Arranger of the Tender Offer OP Corporate Bank plc The date of this Offer Document is 29 August 2017

2 RESTRICTIONS AND IMPORTANT INFORMATION In this Offer Document, (i) CGI refers to CGI Group Inc., except where it is clear from the context that the term refers to CGI Group Inc. and its subsidiaries; (ii) the Offeror refers to CGI Nordic Investments Limited, and (iii) the Company refers to Affecto Plc, except where it is clear from the context that the term refers to Affecto Plc and its subsidiaries. This Offer Document has been prepared in compliance with the Finnish Securities Market Act (746/2012, as amended, the SMA ), the Decree of the Finnish Ministry of Finance on the Contents and Publication as well as Exceptions Granted from the Contents of an Offer Document as well as Mutual Recognition of an Offer Document Approved in the European Economic Area (1022/2012) and the regulations and guidelines (9/2013) of the Finnish Financial Supervisory Authority (the FSA ) on Takeover Bids and Mandatory Bids. This Offer Document constitutes a tender offer document as referred to in Chapter 11, Section 11 of the SMA. This Offer Document and the Tender Offer are governed by Finnish law. Any disputes arising out of or relating to the Tender Offer will be settled by a court of competent jurisdiction in Finland. The Finnish language version of this Offer Document has been approved by the FSA. However, the FSA assumes no responsibility for the correctness of the information presented herein. The decision number of the approval of the FSA is FIVA 11/ /2017. The Finnish language version of the Offer Document has also been translated into the English language. In the event of any discrepancy between the two language versions of this Offer Document, the Finnish language version will prevail. The Offeror may purchase Target Shares during the Offer Period in the public trading on Nasdaq Helsinki or otherwise. The Tender Offer is not being made, and the Target Shares will not be accepted for purchase from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by this Offer Document. Persons obtaining and/or into whose possession this Offer Document comes are required to take due note and observe all such restrictions and obtain any necessary authorizations, approvals or consents. Neither the Offeror nor any of its advisers accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this Offer Document or any related document to any jurisdiction outside Finland should carefully read this section Restrictions and Important Information before taking any action. The distribution of this Offer Document in jurisdictions other than Finland may be restricted by law and, therefore, persons into whose possession this Offer Document comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities law of any such jurisdiction. The Tender Offer is not being made, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan or South Africa and this Offer Document and any and all materials related thereto should not be sent in or into the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction where prohibited by applicable law (including by use of, or by any means or instrumentality, for example, electronic mail, post, facsimile transmission, telex and telephone, of interstate or foreign commerce, or any facilities of a national securities exchange), and the Tender Offer cannot be accepted directly or indirectly or by any such use, means or instrumentality, in or from within the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction where prohibited by applicable law. Accordingly, copies of this Offer Document and any related materials are not being, and must not be, mailed, forwarded, transmitted or otherwise distributed or sent in or into or from the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction where prohibited by applicable law or, in their capacities as such, to custodians, trustees, agents or nominees holding Target Shares for American, Australian, Canadian, Hong Kong, Japanese, or South African persons or citizens of any other jurisdiction where prohibited by applicable law, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute, forward, mail, transmit or send them in, into or from the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction where prohibited by applicable law. Any person accepting the Tender Offer shall be deemed to represent to the Offeror such person s compliance with these restrictions and any purported acceptance of the Tender Offer that is a direct or indirect consequence of a breach or violation of these restrictions shall be null and void. Shareholders wishing to accept the Tender Offer must not use the mails of the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction where prohibited by applicable law for any purpose directly or indirectly related to acceptance of the Tender Offer. Envelopes containing forms of acceptance must not be post marked in the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction where prohibited by applicable law. When completing the Tender Offer acceptance form, shareholders wishing to accept the Tender Offer must provide an address that is not located in the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction where prohibited by applicable law. Shareholders will be deemed to have declined the Tender Offer if they (i) submit an envelope postmarked in the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction where prohibited by applicable law or (ii) provide an address located in the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction where prohibited by applicable law. Shareholders will be deemed to have declined the Tender Offer if they do not make the representations and warranties set out in the Tender Offer acceptance form. ii

3 All financial and other information presented in this Offer Document concerning the Company has been extracted from, and has been provided exclusively based upon, the interim report published by the Company as at and for the six months ended 30 June 2017, the annual report published by the Company, including consolidated financial statements, as at and for the year ended 31 December 2016, other stock exchange releases published by the Company, entries in the Finnish trade register, and other publicly available information. Consequently, the Offeror does not accept any responsibility for such information except for the accurate reproduction of such information herein. Other than to the extent required by mandatory law, this Offer Document will not be supplemented or updated with any financial information or other stock exchange releases published by the Company after the date of this Offer Document nor will the Offeror otherwise separately inform about the publication of any such financial information or other stock exchange releases by the Company, unless so required by mandatory law. OP Corporate Bank plc ( OP ), which is acting as a financial adviser to the Offeror and arranger of the Tender Offer, will not regard any other person than the Offeror as a client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of OP nor for providing advice to any such other person. Access Partners Oy ( Access Partners ), which is acting as financial adviser to the Company and no one else for the purpose of the consideration of the Tender Offer, will not regard any other person than the Company as a client in relation to the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Access Partners nor for providing advice to any such other person. Availability of Documents The Finnish language version of this Offer Document will be available on the internet at and as of 30 August 2017 and at the branch offices of cooperative banks belonging to the OP Financial Group as of 31 August The English language translation of the Offer Document will be available on the internet at and as of 30 August Certain Key Dates The following timetable sets forth certain key dates relating to the Tender Offer, provided that the Offer Period has not been extended in accordance with the terms and conditions of the Tender Offer: Announcement of the Tender Offer by the Offeror 22 August 2017 Offer Period commences 30 August 2017 Offer Period expires Announcement of the preliminary result of the Tender Offer Announcement of the final result of the Tender Offer 27 September 2017 (tentative) 28 September 2017 (tentative) 2 October 2017 (tentative) Execution of the trades regarding the Target Shares Payment of the Consideration 4 October 2017 (tentative) 6 October 2017 (tentative) iii

4 PARTIES RESPONSIBLE FOR THIS OFFER DOCUMENT The Offeror CGI Nordic Investments Limited 250 Brook Drive Green Park Reading RG2 6UA United Kingdom The Board of Directors of the Offeror François Boulanger Faris Mohammed Stephen Thorn The parent company of the Offeror CGI Group Inc René-Lévesque Blvd. W. Montréal, Quebec H3G 1T4 Canada The Board of Directors of the parent company of the Offeror Alain Bouchard Bernard Bourigeaud Jean Brassard Dominic D Alessandro Paule Doré Richard B. Evans Julie Godin Serge Godin (Founder and Executive Chairman of the Board) Timothy J. Hearn André Imbeau Gilles Labbé Heather Munroe-Blum Michael B. Pedersen Michael E. Roach George D. Schindler (President and Chief Executive Officer) Joakim Westh Statement by the Offeror and CGI This Offer Document has been prepared by the Offeror pursuant to Chapter 11, Section 11 of the SMA for purposes of the Tender Offer set out herein. To the best knowledge of the Offeror and CGI, the information contained in this Offer Document is in accordance with the facts and contains no omission likely to affect the assessment of the benefits of the Tender Offer. All information concerning the Company presented in this Offer Document has been extracted from, and has been provided exclusively based upon, publicly available information. Consequently, neither the Offeror nor CGI accept any responsibility for such information, except for the accurate restatement of such information herein. In Reading, United Kingdom, 29 August 2017 In Montréal, Quebec, Canada, 29 August 2017 CGI Nordic Investments Limited CGI Group Inc. iv

5 ADVISERS TO THE OFFEROR Financial Adviser and Arranger to the Offeror OP Corporate Bank Plc Gebhardinaukio 1 FI Helsinki Finland Legal Adviser to CGI and the Offeror in connection with the Tender Offer HPP Attorneys Ltd Bulevardi 1A FI Helsinki Finland ADVISERS TO THE COMPANY Financial Adviser to the Company in connection with the Tender Offer Access Partners Oy Eteläesplanadi 2A FI Helsinki Finland Legal Adviser to the Company in connection with the Tender Offer Dittmar & Indrenius Attorneys Ltd. Pohjoisesplanadi 25 A FI Helsinki Finland vi

6 TABLE OF CONTENTS RESTRICTIONS AND IMPORTANT INFORMATION... ii PARTIES RESPONSIBLE FOR THIS OFFER DOCUMENT... iv ADVISERS TO THE OFFEROR... vi ADVISERS TO THE COMPANY... vi BACKGROUND AND OBJECTIVES... 1 INFORMATION ON THE PRICING OF THE TENDER OFFER... 4 SUMMARY OF THE COMBINATION AGREEMENT... 6 TERMS AND CONDITIONS OF THE TENDER OFFER PRESENTATION OF THE OFFEROR PRESENTATION OF THE COMPANY APPENDICES APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E STATEMENT OF THE BOARD OF DIRECTORS OF THE COMPANY The statement from the Board of Directors of the Company on the Tender Offer issued on 28 August 2017 in the form published by the Company on 29 August 2017 and Access Partners fairness opinion letter dated 24 August 2017 attached thereto. The Offeror does not accept any responsibility for such information except for the accurate restatement of such information herein. STOCK EXCHANGE RELEASE OF THE COMPANY Stock exchange release published by the Company on 28 August 2017 has been included in this Appendix B in the form published on the Company s website on the date of this Offer Document. The Offeror does not accept any responsibility for such information except for the accurate restatement of such information herein. FINANCIAL STATEMENTS OF THE COMPANY The financial statements of the Company for the financial year ended 31 December 2016 in this Appendix C in the form published by the Company. The Offeror does not accept any responsibility for such information except for the accurate restatement of such information herein. INTERIM REPORT OF THE COMPANY The interim report of the Company for the six months ended 30 June 2017 has been included in this Appendix D in the form published by the Company. The Offeror does not accept any responsibility for such information except for the accurate restatement of such information herein. ARTICLES OF ASSOCIATION OF THE COMPANY The English language translation of the articles of association of the Company have been included in this Appendix E in the form published on the Company s website on the date of this Offer Document. The Offeror does not accept any responsibility for such information except for the accurate restatement of such information herein. A1 B1 C1 D1 E1 vii

7 BACKGROUND AND OBJECTIVES Background to the Tender Offer Founded in 1976, CGI is globally a significant independent information technology ( IT ) and business process services firm. Approximately 70,000 professionals serve thousands of global clients from offices and delivery centers across the Americas, Europe and Asia Pacific, leveraging a comprehensive portfolio of services, including high-end business and IT consulting, systems integration, application development and maintenance and infrastructure management, as well as 150 IP-based services and solutions. With annual revenue in excess of C$10 billion and an order backlog exceeding C$20 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). The Offeror is a wholly owned indirect subsidiary of CGI and is a holding entity incorporated under the laws of England and Wales. Affecto is a significant provider of business intelligence and enterprise information management solutions in the Nordic countries focusing on the following industries: business to consumer, industrial and energy, financial services and public sector. Affecto is headquartered in Espoo, Finland and has operations across 18 offices located in Finland, Sweden, Norway, Denmark as well as Poland, Latvia and Lithuania. Affecto generated million euro in revenue over the last twelve months. On 21 August 2017 the Offeror and Affecto entered into the Combination Agreement pursuant to which CGI will, through the Offeror, make a voluntary public tender offer to purchase all of the Target Shares. The principal terms and conditions of the Combination Agreement have been described in this Offer Document in Summary of the Combination Agreement. CGI is unique compared to most organizations. It not only has a vision, but also a dream: To create an environment in which we enjoy working together and, as owners, contribute to building a company we can be proud of. This dream has motivated and drives CGI s vision: To be a global, world-class IT and business process services leader helping our clients succeed. In pursuing its dream and vision, CGI has been highly disciplined throughout its history in executing a Build and Buy profitable growth strategy, combining profitable organic growth through the pursuit of contracts both large and small with new and existing clients in CGI s targeted industries ( Build ) and accretive acquisitions of targets which will strengthen CGI s local proximity in metro markets, industry expertise and enhance CGI s services and solutions ( Buy ). In line with its growth strategy, CGI plans to double its size in five to seven years through a combination of acquisitions and organic growth. One of CGI s seven strategic business units is located in the Nordic countries. CGI believes that the proposed combination represents an attractive opportunity to execute on its Buy growth strategy and strengthen its leading capabilities in the Nordic countries. The combined resources would deepen CGI s digital expertise in analytics and data science and would provide an ideal platform in which employees could be actively engaged to serve clients, to win larger scale outsourcing opportunities, and to offer the combined client base a diverse portfolio of services and IP-led solutions in the Nordic countries. Affecto s robust strategic consulting, cloud, data analytics and digital transformation capabilities will further complement CGI s global expertise across several in-demand digital transformation areas. Additionally, the integration of Affecto into CGI s Nordic operations would expand CGI s footprint to jurisdictions where it currently does not have a presence, namely Lithuania and Latvia. It is also anticipated that further revenue opportunities will be available to the combined business through the enhanced offering of both geographic and product services to both CGI and Affecto clients. CGI believes that Affecto joining a larger and financially strong international group and combining with its Nordic business unit will provide a better platform for organic growth and will be beneficial to both Affecto and CGI s employees and clients in the Nordic countries. For more information, see Presentation of the Offeror. Strategic Plans CGI s mission is to help its clients with professional services of outstanding quality, competence and objectivity, delivering the best solutions to fully satisfy client objectives in IT, business processes and management. CGI fosters a culture of partnership, intrapreneurship and integrity, building a global IT and business process services company. Following completion of the Tender Offer, CGI intends to integrate Affecto into its Nordic operations over a period expected to last up to one year. The combination is expected to deliver integration benefits which, once realized, should enable the combined entity to be more competitive in the Nordic IT services market through a combination of expanded product and service offerings, combined talent and deeper market coverage. The specific initiatives to be implemented pursuant to the integration will be determined following completion of a detailed review of both Affecto s and CGI s Nordic operations. For more information, see Effects on the Operations or Assets of the Company and on the Future Position of Its 1

8 Management and Employees. Effects on the Operations or Assets of the Company and on the Future Position of Its Management and Employees Realization of integration benefits is subject to completion of a detailed review of the operations to assess and identify opportunities (subject to any applicable law and consultation processes) including the potential for the removal of duplication, optimizing fixed assets (e.g. real estate and telephony) and combining procurement. In addition, the review will seek to identify opportunities arising from expanded product and service offerings, team alignment and a combined customer base. CGI has not yet completed this review and has not reached any conclusions as to its likely outcome. As with all previous CGI integration planning exercises, the review will be carried out in consultation with stakeholders taking into account the views of colleagues at both CGI and Affecto and will be focused on (i) finding ways to extend the services offered by existing employees of both Affecto and CGI to each other's clients whom they have not previously served and (ii) identifying areas where, in doing this, cost or productivity efficiencies can be achieved. The expanded client base brought to the Affecto business by CGI may, following the review mentioned above, lead to deferral or reconfiguration of certain aspects of it and/or reconfiguration of CGI's own resources, subject to this being considered by CGI to be both appropriate and likely to lead to improved quality of client service and efficiencies. Maintaining the quality of service to clients of both Affecto and CGI is, and will remain at all times, a key priority of CGI. CGI fully appreciates the important role which has been played by the client facing workforce of Affecto in delivering high standards of responsive service to Affecto's clients and is fully focused on ensuring that these standards continue to be met. All existing employment rights, including pension entitlements, of all Affecto employees will be fully respected following completion of the acquisition contemplated by the Tender Offer. CGI fully respects the different employee representation structures, where applicable, in the countries in which Affecto operates, and recognizes the constructive relationship that Affecto has developed with employee representative groups across its business. CGI is committed to continuing to support this. The Chairman and the members of the Board of Directors of Affecto intend to resign as Affecto directors on the completion of the acquisition contemplated by the Tender Offer. See also Future Plans in Respect of the Target Shares Redemption under the Companies Act below. Effects on the Operations or Assets of the Offeror and on Its Management and Employees Except as may have been disclosed elsewhere in this Offer Document, other than as a result of the payment of the Consideration, the completion of the Tender Offer is not expected to have any immediate material effect on CGI s operations or assets, or the position of its management or any employees. See also Effects on the Operations or Assets of the Company and on the Future Position of Its Management and Employees above and Future Plans in Respect of the Target Shares Redemption under the Companies Act below. Compliance with the Recommendation Referred to in Chapter 11, Section 28 of the SMA The Offeror and the Company have undertaken to comply with the recommendation regarding the procedures to be complied with in takeover bids issued by the Finnish Securities Market Association (the Takeover Code ) referred to in Chapter 11, Section 28 of the SMA. Remuneration and Other Benefits Paid to the Management of the Company on the Basis of the Completion of the Tender Offer The Offeror has been informed that some bonuses which, in the aggregate, are not expected to exceed EUR 400,000, may be payable to some members of the executive management of the Company if the Tender Offer becomes unconditional. Financing of the Tender Offer The Offeror has sufficient financing for the Tender Offer and the Squeeze-Out through access to cash and draw-down facilities of CGI. Such financing is available for the Offer Period, including any extension. The completion of the Tender Offer is not conditional upon obtaining financing for the Tender Offer. Other than any market standard conditions associated with normal group financing arrangements, the financing for the Tender Offer will not have any impact on the operations or obligations of Affecto following completion of the Tender Offer. Future Plans in Respect of the Target Shares Obligation to Make a Mandatory Tender Offer According to Chapter 11, Section 19 of the SMA, a shareholder whose holding exceeds the threshold of 30 percent or 50 percent of the total voting rights attached to shares in a company the shares of which are subject to trading on a regulated 2

9 market, is obligated to make a public tender offer (mandatory offer) for all the remaining shares and securities issued by the company entitling to shares in the company. However, under the SMA, if the relevant threshold has been reached by means of a voluntary public tender offer, the voluntary public tender offer does not need to be followed by a mandatory offer provided that the initial voluntary public tender offer has been made for all shares and other securities entitled to shares in the target company. Pursuant to the above exception, the Offeror will not have an obligation to launch and does not intend to launch a subsequent mandatory offer after the completion of the Tender Offer. Redemption under the Companies Act According to Chapter 18, Section 1 of the Finnish Companies Act (624/2006, as amended, the Companies Act ), the Offeror has the right to redeem the Target Shares of other shareholders at a fair price, if its holding exceeds 9/10 of the Target Shares and voting rights carried by the Target Shares. A shareholder whose Target Shares the Offeror has the right to redeem, will also have the right to demand that the Offeror redeems its/his/her Target Shares. The mandatory redemption procedure is set forth in more detail in the Companies Act. If, as a result of the completion of the Tender Offer, the Offeror s ownership has exceeded 90 percent of all issued and outstanding Target Shares and voting rights, the Offeror will commence at the earliest practical time the mandatory redemption procedure in accordance with the Companies Act (the Squeeze-Out ). Pursuant to the Companies Act, a shareholder that holds more than 2/3 of the shares and voting rights carried by the shares in a company has sufficient voting rights to decide upon the merger of a company into another company. Should the Offeror elect in the future to amend or waive the current condition to completion of the Tender Offer that requires the reaching of a shareholding of more than 90 percent of the issued and outstanding Target Shares and voting rights in the Company and then complete the Tender Offer, and should the Offeror s shareholding in the Company be less than 90 percent of the Target Shares and voting rights carried by the Target Shares but more than 2/3 of the Target Shares and voting rights carried by the Target Shares, it is possible that the Company could be subject to certain corporate transactions, including a merger into an unlisted Finnish company. However, the Offeror has not taken any resolutions regarding any such transactions. Delisting Once the Offeror obtains more than 90 percent of all Target Shares and voting rights carried by the Target Shares in the Company, the Offeror will then initiate the Squeeze-Out for the remaining Target Shares and thereafter the Company will apply for delisting of the Target Shares from Nasdaq Helsinki. Statement from the Board of Directors of the Company The unconflicted members of the Board of Directors of the Company have unanimously and unconditionally resolved to recommend to the shareholders of the Company to accept the Tender Offer for their Target Shares ( Recommendation ). The statement of the Board of Directors of the Company containing the Recommendation prepared pursuant to the SMA and the Takeover Code has been included as Appendix A to this Offer Document. In order to support its assessment of the Tender Offer, the Board of Directors of the Company commissioned Access Partners to provide a fairness opinion concerning the Tender Offer. The complete fairness opinion has been attached to the statement of the Board of Directors of the Company. Fees to Advisers In connection with the Tender Offer, the Offeror has agreed to pay to OP fees of approximately EUR 0.4 million in the aggregate, with the majority of such fees being dependent on the completion of the Tender Offer. Applicable Law The Tender Offer and this Offer Document are governed by Finnish law and any disputes arising out of or in connection with them will be settled by a court of competent jurisdiction in Finland. 3

10 Grounds for Determining the Consideration INFORMATION ON THE PRICING OF THE TENDER OFFER Under the Tender Offer, the Offeror is offering a cash consideration of EUR 4.55 for each Target Share validly tendered and not validly withdrawn. The Consideration has been determined based on 21,645,279 Target Shares as at the date of this Offer Document. In the event that the number of Target Shares increases or the Company issues special rights entitling to shares in accordance with Chapter 10 of the Companies Act prior to the Closing Date (as defined below under Terms and Conditions of the Tender Offer Completion of the Tender Offer and Terms of Payment of the Consideration and Settlement ), the Offeror will have the right to decrease the Consideration accordingly. If the Company pays or distributes or resolves to distribute dividend or distribute assets or funds to its shareholders before the Closing Date (as defined below under Terms and Conditions of the Tender Offer Completion of the Tender Offer and Terms of Payment of the Consideration and Settlement ) and the Offeror nevertheless decides to complete the Tender Offer, the Consideration shall be decreased accordingly. According to Chapter 11, Section 24 of the SMA, the starting point in determining the consideration to be offered in a voluntary tender offer for all shares and other securities entitling their holder to shares in the target company must be the highest price paid for the securities subject to the tender offer by the offeror or by a person related to the offeror in the manner referred to in Chapter 11, Section 5 of the SMA within the 6 months preceding the announcement of the tender offer. Neither the Offeror nor any party related to the Offeror in the manner referred to in Chapter 11, Section 5 of the SMA (including CGI) has purchased any Target Shares within the 6 months preceding the announcement of the Tender Offer. Support by Major Shareholder The largest shareholder of the Company, Cantell Oy, representing approximately percent of the shares and votes in the Company has, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer and not to accept any competing offer with a consideration of less than EUR 4.70 per Target Share. The Offeror may acquire, or enter into arrangements to acquire, Target Shares outside the Tender Offer. Any purchases made or arranged shall be in accordance with Finnish law and disclosed in accordance with applicable rules. Trading Prices and Volumes of the Target Shares The following graph sets forth the price development and trading volume of the Target Shares on Nasdaq Helsinki for the three years preceding the announcement of the Tender Offer (i.e., from 22 August 2014 to 21 August 2017): Closing price (EUR) ,600 1,400 1,200 1, Trading volume (thousands) Closing price Trading volume 4

11 The following table sets forth quarterly information on the trading volumes and trading prices of the Target Shares on Nasdaq Helsinki for the periods indicated: Trading volume Closing price Number of Target Shares EUR Low High (in millions) (EUR) Volume weighted average price 2014 Third quarter (from 22 August 2014) 127, Fourth quarter 2,961, First quarter 1,311, Second quarter 689, Third quarter 899, Fourth quarter 1,451, First quarter 977, Second quarter 1,956, Third quarter 1,897, Fourth quarter 1,371, First quarter 1,306, Second quarter 2,096, Third quarter (until 21 August 2017) 397, Consideration The Consideration represents a premium of approximately 48.5 percent compared to the volume-weighted average trading price (EUR 3.06) of the Target Shares on Nasdaq Helsinki during the 12-month period preceding the day of announcement of the Tender Offer, a premium of approximately 27.6 percent compared to the volume-weighted average trading price (EUR 3.57) of the Target Shares on Nasdaq Helsinki during the 3-month period preceding the announcement of the Tender Offer, and a premium of approximately 29.3 percent compared to the closing price (EUR 3.52) of the Target Shares on Nasdaq Helsinki on 21 August 2017, the last trading day before the announcement of the Tender Offer. Other Public Tender Offers Regarding the Target Shares To the knowledge of the Offeror, no public tender offer for the Target Shares has been made by any third party during the 12 months preceding the date of this Offer Document. 5

12 SUMMARY OF THE COMBINATION AGREEMENT This summary aims to describe the terms and conditions of the Combination Agreement to the extent that such terms and conditions may materially affect the assessment of a shareholder of the Company of the terms and conditions of the Tender Offer. This summary is not an exhaustive presentation of all the terms and conditions of the Combination Agreement. Background The Offeror and the Company have on 21 August 2017 entered into the Combination Agreement, the purpose of which is to agree on the procedures relating to as well as the terms and conditions of the contemplated acquisition by the Offeror of all issued and outstanding shares in the Company that are not owned by the Company or any of its subsidiaries (the Target Shares ). The intention of the Offeror and the Company is that the Offeror, in order to combine the businesses of the Offeror and the Company, will acquire the Target Shares through a voluntary public cash tender offer, and, if necessary, through a subsequent squeeze-out proceeding under the Companies Act. The Offeror intends to apply for the delisting of the shares of the Company as soon as practicably possible. The largest shareholder of the Company, Cantell Oy, representing approximately percent of the shares and votes in the Company has, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer and not to accept any competing offer with a consideration of less than EUR 4.70 per Target Share. The background to the Tender Offer has been described in more detail under Background and Objectives Background to the Tender Offer and under Background and Objectives Strategic Plans. Offer Period and Offer Consideration Pursuant to the Combination Agreement, the Offer Period under the Tender Offer shall initially continue for four (4) weeks and may be extended or terminated in accordance with the terms and conditions of the Tender Offer. Under the Combination Agreement, the Offeror shall in the Tender Offer offer to acquire the Target Shares for a cash consideration of EUR 4.55 per Target Share, subject to the terms and conditions of the Tender Offer. Conditions to Completion The obligation of the Offeror to complete the Tender Offer and accept the tendered Target Shares shall be subject to the satisfaction or, to the extent permitted by applicable laws and regulations, waiver by the Offeror of each of the Closing Conditions described in section Terms and Conditions of the Tender Offer Closing Conditions. Recommendation of the Board of Directors of the Company The Board of Directors of the Company represented by the non-conflicted members thereof have unanimously decided to recommend that the holders of the Target Shares accept the Tender Offer and tender their Target Shares in the Tender Offer and to issue a formal statement to this effect, all as required pursuant to the Finnish Securities Market Act and the rules and regulations promulgated thereunder. The recommendation of the Board of Directors as issued is included as Appendix A to this Offer Document. In the event of a competing proposal or offer by a third party, the Board of Directors may withdraw or amend its recommendation, if the Board of Directors determines reasonably and in good faith that such withdrawal or amendment is required in order for the Board of Directors to comply with its fiduciary duties under the laws of Finland. The right of the Board of Directors of the Company to withdraw or amend its recommendation for the acceptance of the Tender Offer is subject to the Company and the Board of Directors having complied with certain agreed procedures designed to give the Offeror an opportunity to assess such competing proposal or offer and, at the Offeror s discretion, to enhance its Tender Offer. In order to facilitate this, the Company has undertaken to give the Offeror certain reasonable information about such competing proposal or offer, including the identity of the competing offeror, consideration and other material terms and conditions of such competing proposal or offer, providing the Offeror with a reasonable opportunity to negotiate with the Board of Directors about the matters arising from the competing proposal or offer. If the Offeror enhances its Tender Offer so as to be, based on the reasonable evaluation of the Board of Directors, at least equally favourable to the shareholders of the Company as the competing offer, the Board of Directors shall promptly, and in any event within two (2) business days, confirm and uphold the recommendation for the enhanced Tender Offer. Warranties and Undertakings In the Combination Agreement, the Company has given to the Offeror certain warranties, relating to, among other things: (a) the Company and its subsidiaries being validly organized and having power and authority and material permits and licenses to carry out its business, and the Company having the corporate power and authority to execute the Combination Agreement and to perform its obligations thereunder; 6

13 (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) the number of shares or other securities, option rights, instruments or special rights issued by the Company, transfer of shares in the Company, and existing authorization to issue new shares, option rights, instruments or special rights, and further there being no other instrument entitling to the subscription of or conversion into Target Shares (including without limitation to option rights or other special rights); the latest audited consolidated financial statements and interim report of the Company having been prepared in accordance with relevant laws and accounting standards; the material provided to the Offeror for its due diligence not being misleading, containing untrue statements of material facts or omitting facts that would have a material negative effect with respect to the valuation of the Company; neither the Company nor its subsidiaries being in material breach, default or any other material violation of applicable laws or regulations, or permits or licenses held by them, the Company having complied with its disclosure obligations, and neither the Company nor its subsidiaries having offered or made, or accepted or received any illegal or unlawful payments or compensation or gifts or other contributions, and no proceeding alleging any such has been filed, commenced or settled, or to the knowledge of the Company, threatened, in each case to the extent such matter would be material; certain employee matters, including applicable collective agreements and compliance therewith, employee relations and not being a party to agreements or arrangements requiring certain payments to employees, or having amended certain employment terms and arrangements; the Company and its subsidiaries being in compliance with any agreements material for their business, and no material agreements having been terminated, and the Combination Agreement or the execution thereof not, to the knowledge of the Company, resulting in any third party exercising any right to terminate any material agreement or arrangement to which the Company or any of its subsidiaries is a party, except to the extent such termination would not be material; there being no formal proceedings pending, or, to the knowledge of the Company, threatened in relation to the Company or its subsidiaries, except to the extent such proceeding would not be material; the Company and each subsidiary owning or having the right to use all intellectual property rights material to its business and not infringing the intellectual property rights of any third party and the intellectual property so owned or licensed including all material intellectual property used in the business of the Company and each subsidiary as currently conducted; the Company and each subsidiary having filed all tax returns required to be filed with the relevant authorities in due time, and such tax returns being true and complete in all material respects, the Company and each subsidiary having, in all material respects, paid, withheld or collected all taxes due and there being no tax audits pending or, to the knowledge of the Company threatened with respect to the Company or any subsidiary; the practices related to information security and data processing, including personal data, being in compliance with contracts and laws and company s own policies and statements in all material respects; and the Company and each subsidiary having since 2 June 2017 conducted its business in the ordinary course of business consistent with past practice. In the Combination Agreement, the Offeror has given to the Company certain representations and warranties relating to, among other things: (a) (b) (c) the Offeror being validly organized and having corporate power and all necessary licenses and authorization to carry on its business and having corporate power and authority to execute the Combination Agreement and to perform its obligations thereunder; the Offeror having sufficient financing available or access to sufficient funds to finance the Tender Offer in accordance with the Terms and Conditions of the Tender Offer and subsequent to completion of the squeeze-out in accordance with the Companies Act redeem any further Target Shares; and the Offeror not being required to make any filing to or obtain any approval from any authority in connection with the execution of the Combination Agreement or the Tender Offer, or the completion of the transactions contemplated by the Combination Agreement, save as set out in the Closing Conditions and except to the extent such filing or approval is not material. Under the Combination Agreement, the parties have given certain undertakings to each other with respect to the procedures to be followed in connection with the Tender Offer, including, among other things, the following: 7

14 (a) (b) (c) the parties have undertaken to comply with the Takeover Code; between the signing date of the Combination Agreement and the date of completion of the Tender Offer, the Company has undertaken to conduct its business and to procure that each subsidiary conducts its respective business in the ordinary course of business consistent with past practice and not to make or commit to make or implement certain material changes and certain actions without the prior consent of the Offeror; each party has undertaken to use all efforts consistent with customary practice to take any action (including without limitation assisting the other party, acting reasonably, in doing the same) reasonably required or advisable in order to complete the Tender Offer without undue delay, such as: (i) making any merger filings with competent authorities and any other necessary registration and/or filing with any competent authority and Nasdaq Helsinki and taking any reasonable action necessary to obtain any required waiver, consent and/or approvals; (ii) obtaining any consent, approval or waiver from any third party that are required or advisable in relation to the Tender Offer; (iii) informing and/or consulting with the employees in accordance with the applicable laws and regulations; (iv) passing any additional corporate resolutions required to consummate the Tender Offer; (v) executing and delivering any additional instruments required to consummate the Tender Offer; and/or (vi) subject to certain exceptions, giving any information regarding itself that the other party may reasonably need for the purpose of making any registrations and filings with any competent authority and for certain other purposes. (d) (e) (f) the parties have undertaken to co-operate and consult with each other in connection with the preparation of any filings necessary relating to the Tender Offer; the parties have undertaken that, subject to the Tender Offer remaining in force, the disclosure material provided by the Company shall remain available to the Offeror and that the parties will establish appropriate procedures for reasonable access to certain executives of the Company and to information reasonably required for integration planning purposes, and assessing any need for filings with or approvals by any regulatory authorities in connection with the Tender Offer; the Company has undertaken: (i) to cease all negotiations or other activities related to a competing proposal (if any) conducted prior to the date of the Combination Agreement; and (ii) not to directly or indirectly contact any third party (or any of its directors, officers, employees, agents or external advisors), for the purpose of soliciting any proposal, offer or indication of interest that could reasonably be expected to lead to a competing proposal, without such third party (or any of its directors, officers, employees, agents or external advisors) having first contacted the Company, its subsidiaries or any of their respective directors, officers, employees, agents and external advisors. (g) (h) (i) (j) the Offeror has undertaken to cause an extraordinary meeting of shareholders of the Company to be convened after the completion of the Tender Offer for the purpose of electing new members to the Board of Directors and, provided that the auditors of the Company do not recommend against granting discharge of liability, to grant discharge from liability to the resigning members of the Board of Directors at the Company s next annual meeting of shareholders; each party has undertaken to notify the other party if it becomes aware of an event, fact, condition or circumstance that could reasonably be expected to delay or impede the consummation of the Tender Offer or that may constitute a breach of any warranty or covenant under the Combination Agreement; if the Tender Offer results in a breach, or default under a material agreement or arrangement of the Company to inform the Offeror and, as required, cooperate with the Offeror to obtain consents or otherwise provide the counterparty with a solution to ensure that such material agreement or arrangement is not terminated; and subject to the Offeror and/or its affiliates acquiring more than ninety percent (90%) of the issued and outstanding shares and voting rights in the Company on a fully diluted basis, as calculated in accordance with Chapter 18, Section 1 of the Companies Act, the Offeror shall cause the shares of to be delisted from Nasdaq Helsinki as soon as permitted and reasonably practicable under applicable laws and regulations. 8