Lysaker, 29 June 2001
As a follow up to the announcement at the 1st quarter 2001 presentation that Norman ASA would be spinning off its Security Solutions business unit, the board of directors of Norman ASA approved its demerger into a separate legal entity on Friday 29th June 2001. The purpose of the demerger is to achieve better focus for the business units and for their differing products and sales cycles.
As part of this process, the board of Norman ASA are proposing a demerger of the Security Solutions business unit, with all its related assets, rights, liabilities and obligations, out of Norman ASA and into a newly established comnpany. In making this decision to propose a demerger, the board have placed particular emphasis on the following factors:
- A strong desire to streamline and increase the visibility of the different business unit within the company. Norman Virus Control and Ibas operate in established markets where the demand for products and solutions from vendors is easier to predict and where the sales cycle is relatively short and transactions-based. The Security Solutions business is at a relatively early stage of the product life cycle and the main focus is on the development of products and markets. Furthermore, the market for Security Solutions products and services is more project-driven with a sales cycle of between 6-9 months. A demerger will allow the companies to achieve a better profiling as separate businesses with increased focus on their different customers, products and organisational structure.
- As a stand-alone company, Security Solutions will have greater flexibility both operationally and legally to enter into alliances with other partners than would have been possible as part of Norman ASA.
- There are few synergies between the Security Solutions business unit and the other business units of Norman ASA. The separate companies will therefore have a better opportunity to carry out their strategies on a stand-alone basis as well as having individual and direct access to the capital markets and therefore a greater opportunity to take advantage of future expansion opportunities.
- The separate business units will be more strongly positioned to take advantage of future opportunities and challenges as separate companies.
The demerger will be structured such that the current shareholders of Norman ASA will receive shares in the demerged company. Both companies will continue their status as stock exchange listed companies unless the Oslo Stock Exchange decide that the conditions for a stock exchange listing of the demerged company are not met in accordance with Stock Exchange Regulations § 2-7.
The demerger will be carried out with retrospective effect from 1st January 2001, such that the financial statements for Norman ASA will not include the income, costs, assets or liabilities of the demerged Security Solutions once the demerger has been formally registered.
The board will seek approval for the demerger proposal at an extraordinary general meeting planned for 10th August 2001.
For further information, please contact:
Chairman of the board: Svein R. Goli, mobile telephone + 47 907 56 757 President and CEO of Norman ASA: Henning Hansen, office telephone + 47 67 10 97 17