Investors

Demerger

Important notice

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Demerger

WithSecure’s Board of Directors approved on February 17, 2022 a Demerger plan concerning a partial demerger.

The aim of the demerger is to separate WithSecure’s consumer security business into an independent group, whose parent company will be the new company to be established F-Secure Oyj. After the demerger, WithSecure focuses on its corporate security business, which includes a wide range of security products developed and sold directly or indirectly to other end customers than consumers.

The Demerger was registered with the Trade Register maintained by the Finnish Patent and Registration Office on the effective date on 30 June 2022. In connection with the completion of the Demerger, Nasdaq Helsinki Ltd approved the listing application concerning the shares of F-Secure. Trading in 174,526,944 shares of F-Secure, admitted to trading on the official list of Nasdaq Helsinki under the trading code FSECURE, started on 1 July 2022.

Finnish tax administration has issued guidance on 30 September 2022 regarding the split of acquisition cost of shares after the demerger of 30 June 2022. Read the guidance here.

Strategic rationale

The purpose of the Demerger is to carry out the separation of WithSecure’s consumer security business
The demerger is expected to strengthen the conditions for creating shareholder value in both WithSecure and 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

Timeline


Demerger plan published	Feb. 17, 2022
Extraordinary General Meeting of WithSecure	May 31, 2022
Planned Effective Date (provided that the conditions for the execution of the Demerger are fulfilled)	June 30, 2022
The date on which WithSecure’s shares registered on a WithSecure’s sharehold-er’s book-entry account will entitle to Demerger Consideration (provided that the Effective Date is 30 June 2022)	30 June,
2022
Demerger Consideration Shares registered in the book-entry accounts of the shareholders of WithSecure (provided that the Effective date is 30 June 2022)	1 July, 2022
Trading in the Demerger Consideration Shares and shares in F-Secure commences on the official list of Nasdaq Helsinki (provided that the Effective date is 30 June 2022)	1 July, 2022

Materials

Offering Circular
Marketing Brochure
Supplement to the Offering Circular 9 June 2022
Resolutions of the Extraordinary General Meeting of WithSecure Corporation
Unaudited pro forma financial information of F-Secure
Auditor’s assurance report on the compilation of pro forma financial information included in the Offering Circular to the Board of Directors of WithSecure
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
Demerger Plan
Auditor's statement on Demerger Plan
Appendix: preliminary financial information
Financial Statements Release 2021
Q4 2021 results and demerger presentation

Frequently asked questions

How will the acquisition cost of the two shares be calculated if I sell the shares? add

Finnish tax administration has issued guidance on 30 September 2022 regarding the split of acquisition cost of shares after the demerger of 30 June 2022.

According to the guidance:

Acquisition cost of a share of F-Secure Corporation is 51.97 per cent of the original acquisition cost before demerger.

Acquisition cost of a share of WithSecure Corporation is 48.03 per cent of the original acquisition cost before demerger.

Link to the guidance:
Finnish
Swedish

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.