SYSOPEN PLC AND NOVO GROUP PLC HAVE SIGN

Sysopen Plc   STOCK EXCHANGE RELEASE     
25 September 2003 at 08:20

SYSOPEN PLC AND NOVO GROUP PLC HAVE SIGNED A 
COMBINATION AGREEMENT

Sysopen Plc (öSysOpenö) and Novo Group plc (öNovo Groupö), which are
both listed on the Helsinki Exchanges, have today signed a combination
agreement (öCombination Agreementö). The combination is effected through
an offer by SysOpen to purchase all the shares of Novo Group in a public
tender offer (“Tender Offerö). A Novo Group shareholder shall receive
for each one (1) Novo Group share tendered in the Tender Offer a cash
payment of 1.90 euros as well as 0.545 new SysOpen shares (the “Tender
Offer Considerationö). In addition, the Board of Directors of Novo Group
proposes to the extraordinary meeting of shareholders to be invited at a
later time, that a dividend per share of 0.50 euro will be paid. If Novo
Group decides to pay a dividend, the cash consideration per share shall
be deducted by such dividend per share. The combined company will
continue its operations under the name Sysopen Plc.

The Boards of Directors of SysOpen and Novo Group have concluded that
the business operations of the combining companies complement each other
well, and that by combining the business operations a stronger and more
competitive company will be created. The Boards of Directors of both
companies conclude that it is beneficial to both companies and their
shareholders to combine the business operations of SysOpen and Novo
Group.


Combined company

The combination will create one of Finland’s largest companies providing
information technology services, as measured both in terms of net sales
and number of employees. In 2002, the combined company’s pro forma net
sales were EUR 337.5 million and it reported operating profit before
goodwill amortisation of EUR 18.5 million. During the six-month period
ended 30 June 2003, the combined company’s pro forma net sales were EUR
165.7 million and it reported operating profit before goodwill
amortisation of EUR 5.8 million. The combined company had 2,661
employees on 30 June 2003. The combined company will be the largest
company in the information technology industry held mainly by Finnish
investors.

The combined company will be a significant supplier of complete
information technology services and it will have an extensive customer
base consisting of customers in nationally significant segments of the
private sector and public administration. The present customer bases of
the combining companies complement each other well and the market share
in the largest domestic industries will be significantly strengthened.

The combined company has a nationwide service network in Finland and
foreign subsidiaries in the United Kingdom, the Netherlands, Germany,
Estonia, China and the United States. The combined company’s clear home
market is Finland, which accounted for 95 per cent of its net sales in
2002.


Most significant benefits of the combination

- The implementation of high value-added customised information systems
will strengthen its position among the combined company’s core
businesses, as the combination will significantly increase resources in
this field.

- The combination is expected to bring annual cost savings of about EUR
1.6 million.

- The combined company is expected to be able to respond better to the
intense development in the information technology field, to meet the
constantly changing and ever-developing service needs of customers and
customer sectors and to adapt to general market conditions. By way of
combining functions, the best practices and the know-how of both
companies the combined company is expected to be able to further
strengthen its competitiveness in the converging and increasingly
international domestic market.


Comments

Veikko Kasurinen, Chairman of the Board of Directors of Novo Group: Novo
and SysOpen have already in the past investigated possible means of
combining their operations. Now we have found a way that we believe will
be beneficial for shareholder value in the best possible manner. Board
of Directors of Novo will propose to the extraordinary meeting of
shareholders that an extra dividend will be paid. The objective is to
improve capital structure and to increase the return on equity. The
current shareholders of Novo will, as a result of the transaction, own a
majority of the new combined company.

Kari Karvinen, Chairman of the Board of Directors of SysOpen: I am very
pleased that we have reached a Combination Agreement between the Boards
of Directors of SysOpen and Novo Group and that we have also received
support of the largest shareholders of both companies for the
combination. We believe that this combination will be a positive
opportunity for the customers and personnel of the combined company. We
are able to offer more complex services, more challenging work
opportunities and better abilities for know-how development. I also
firmly believe that the combination is beneficial for the shareholders
of both companies.



Considerations of the Boards of Directors of SysOpen and Novo Group

The Board of Directors of SysOpen recommends that the shareholders of
SysOpen would accept the proposals necessary for the completion of the
combination in the extraordinary meeting of shareholders to be invited
specifically for this purpose at a later date. The following matters,
among other things will be proposed to the extraordinary meeting of
shareholders of SysOpen: increase of the share capital and issuance of
new shares to Novo Group shareholders, amendments to the Articles of
Association with regard to the minimum and maximum share capital, as
well as election of the Board of Directors in accordance with the
Combination Agreement.

The Board of Directors of Novo Group recommends that the shareholders of
Novo Group would accept the Tender Offer and the proposals necessary for
completion of the combination in the extraordinary meeting of
shareholders to be invited specifically for this purpose at a later
date. The following matters, among other things will be proposed to the
extraordinary meeting of shareholders of Novo Group: removal of the
redemption clause provided in Article 16 of the Articles of Association,
distribution of an extra dividend, as well as election of the Board of
Directors in accordance with the Combination Agreement The Board of
Directors of Novo Group decided to sign the Combination Agreement by
vote.


Support of major shareholders

Major shareholders of SysOpen, Kari Karvinen, Jorma Kylätie and Matti
Savolainen, who together hold 50.5 per cent of the shares and votes in
SysOpen, excluding the treasury shares, have beforehand announced that
they will support the proposed combination. Furthermore the said
shareholders have undertaken certain lock-up restrictions relating to
their shareholding as well as prohibition of competition.

Major shareholders of Novo Group, including Etra-Invest Ltd, Tapiola
Mutual Pension Insurance Company and certain of its affiliated
companies, Sampo Life Insurance Company and certain of its affiliated
companies, Mutual Fund Alfred Berg Finland and certain of its affiliated
companies as well as Etera Mutual Pension Insurance Company, who
together hold 28.9 per cent of the shares and votes in Novo Group,
excluding the treasury shares, have beforehand announced that they will
support the proposed combination.


Summary of the Tender Offer

A Novo Group shareholder shall receive for each one (1) Novo Group share
tendered in the Tender Offer a cash payment of 1.90 euros as well as
0.545 new SysOpen shares. Novo Group shares held by Novo Group or its
subsidiaries, as defined by the Finnish Companies Act, are excluded from
the Tender Offer.

The Board of Directors of Novo Group will propose to the extraordinary
meeting of shareholders to be convened at a later date that a dividend
per share of 0.50 euro will be paid to the shareholders. If Novo Group
decides to pay a dividend to its shareholders as provided in the
Combination Agreement, the Cash Consideration per share (1.90 euros)
shall be deducted by such dividend per share.

The Tender Offer will commence on or about 6 October 2003 at 10.00 a.m.
(Finnish time) and will expire on or about 7 November 2003 at 4.00 p.m.
(Finnish time) unless the offer period is extended. The terms and
conditions of the Tender Offer will be published on a stock exchange
release on or about 30 September 2003 and the Finnish language Tender
Offer Document/Listing Particulars relating to the Tender Offer will be
available on or about 30 September 2003 on the Internet on the following
addresses: www.sysopen.fi and www.novogroup.com. The English language
Tender Offer Document will be available on or about 6 October 2003, free
of charge, upon request from the offices of Nordea Securities Corporate
Finance Oy (at the address Pohjoisesplanadi 33 A, Helsinki, as well as
from HEX Gate at the address Fabianinkatu 14, Helsinki.

The official closing price of the SysOpen share on the Helsinki
Exchanges on 24 September 2003 was EUR 3.47. The implied value of the
Tender Offer Consideration offered by SysOpen for each Novo Group share
was EUR 3.79, or about 7 per cent above the official closing price of
the Novo Group share on the Helsinki Exchanges on the same day as well
as about 53 per cent above the volume-weighted average trading price of
the Novo Group share (EUR 2.48) for the 12-month period from 25
September 2002 to 24 September 2003.

If the Tender Offer is completed, SysOpen will make a mandatory
redemption offer prescribed in the Finnish Securities Market Act for all
the remaining Novo Group shares and stock options as well as present a
redemption claim in accordance with the Finnish Companies Act.

The Tender Offer is, as agreed in the Combination Agreement, subject  to
the satisfaction of the following conditions:

(a) that SysOpen will, after the completion of the Tender Offer, own
more than 90 per cent of the shares and votes in Novo Group as a result
of the Novo Group shares validly tendered in the Tender offer, and not
withdrawn;

(b)  that proposals of the Board of Directors of SysOpen provided in the
first  paragraph of Section 2.3 of the Combination Agreement  have  been
approved  by  the  vote  of SysOpen shareholders  at  the  extraordinary
general meeting of shareholders;

(c)  that  the  loan  facility agreed by SysOpen is still  available  to
SysOpen,  and there has not been a material adverse change in the  terms
of the loan facility;

(d)  that the Combination Agreement between SysOpen and Novo Group shall
not have been terminated;

(e)  that  SysOpen  shall  have obtained all  necessary  approvals  from
applicable  competition  authorities and other  applicable  governmental
entities  and  the  possible  material  conditions  set  forth  in  such
approvals can be accepted by SysOpen and Novo Group; and

(f)  that,  as  calculated  based on the principles  set  forth  in  the
statement   of   the  Finnish  Financial  Supervision   Authority   (no.
2/263/2002),  SysOpen  is not required to pay, in  connection  with  the
mandatory redemption offer pursuant to Finnish Securities Market Act,  a
top-up  payment  provided in Chapter 6, Section 6, Paragraph  5  of  the
Finnish  Securities Market Act to the Novo Group shareholders that  have
tendered their shares in the Tender offer.



Ownership structure

If the Tender Offer is accepted in its entirety, SysOpen shareholders
will hold a total of 30.0 per cent and Novo Group shareholders a total
of 70.0 per cent of the combined company, excluding the treasury shares
in the possession of SysOpen and Novo Group and the stock options issued
by them.

The ten largest shareholders of the combined company, according to the
shareholder registers of the combining companies on 23 September 2003,
will be:

1. Etra Invest Ltd                            		7.4 %
2. Karvinen Kari Juhani                       	5.1 %
3. Savolainen Matti Ilmari                    	5.1 %
4. Kylätie Jorma Matti Olavi                  	4.9 %
5. Tapiola Mutual Pension Insurance Company   2.9 %
6. Etera Mutual Pension Insurance Company     1.9 %
7. Sampo Life Insurance Company               	1.6 %
8. Sampo Finance Ltd                          	1.6 %
9. Aktia Secura Mutual Fund                   	1.4 %
10.Mutual Life Insurance Company Tapiola      	1.3 %

Ten largest shareholders                     	33.2 %
Other shareholders                           		66.8 %
Total                                       		100.0 %


Financing the Tender Offer

In order to finance the Tender Offer approximately EUR 75.8 million of
debt financing is raised. SysOpen will finance the Tender Offer by
issuing new shares of SysOpen as well as by means of cash funds and
external loan arrangements. The Offeror does not intend to draw down the
external loan financing until the Tender Offer has become unconditional.
SysOpen has received a commitment for external loan financing, according
to which it is possible to draw down the debt financing when the terms
and conditions of the Tender Offer have been fulfilled. Due to strong
cash flow of the combined company, the financing arrangements related to
the Tender Offer are not expected to have a material impact on the
ability of the combined company or Novo Group to engage in business
operations or to meet their obligations.


Structure of the combined company

The combined company will continue its operations under the name Sysopen
Plc. The operations will be continued for some time on the basis of the
current organisations. In order to improve profitability and efficiency,
the combined company’s business models will be carefully analysed after
the combination. Reshaping the organisation will be started within six
months from the combination.

Accroding to the Combination Agreement, the combined company’s
operations will be headed by SysOpen’s current Managing Director Arto
Sahla. Jorma Kielenniva will continue in the combined company as a
director. His task is to participate in the implementation of the
combination process. After a transitional period, he will retire.

The Board of Directors of Novo Group will nominate three members to the
Board of Directors of the combined company, of which one will act as the
Chairman of the Board of Directors. The Board of Directors of SysOpen
will nominate three members to the Board of Directors of the combined
company, of which one will act as the Vice Chairman of the Board of
Directors. The names of the Board members will be announced before the
publication of the Tender Offer Document.


Certain unaudited pro forma consolidated financial statement information
of the combined company

Income statement information, MEUR            1.1.-31.12.2002
Net sales                                               	337,5
Operating profit before goodwill amortisation    	18,5
Operating profit after goodwill amortisation        	7,9

Balance sheet information, MEUR                     30.6.2003
Shareholders’ equity                                     	89,3
Total assets                                            	243,4

Key figures                                         	30.6.2003
Net Gearing                                              	54 %
Equity ratio                                             	37 %
Interest-bearing net debt, MEUR                  	48,6




Further information

A press and analyst briefing on the combination will be held today on
Thursday 25 September 2003 at 10 a.m. at Ravintola Pörssi, Fabianinkatu
14, 00100 Helsinki. Welcome.


Helsinki 25 September 2003

SYSOPEN PLC
Board of Directors


Additional information:

Kari Karvinen, Chairman of the Board of Directors, Sysopen Plc, tel.
04242020304

Veikko Kasurinen, Chairman of the Board of Directors, Novo Group Plc, tel.
0400602251

Arto Sahla, Managing Director, Sysopen Plc, tel. 0400 442986

Jorma Kielenniva, President and CEO, Novo Group Oyj, tel. 0205662300, 0400
204676


This press release may not be published or distributed in Australia,
Canada, Hong Kong, Japan, South Africa or the United States.

The information contained in this press release is not to be published
or distributed in or to the United States. This press release is not an
offer to sell securities in the United States or to, or for the account
or benefit of, U.S. persons, except pursuant to an exemption from the
registration requirements of the Securities Act of 1933. The tender
offer or the new shares of Sysopen Plc will not be registered or offered
to public in the United States.

This press release is neither an offer to purchase nor a solicitation
for an offer to sell, and the shares of Sysopen Plc may not be
subscribed for in any country in which such offer, solicitation or
subscription would be unlawful prior to registration, an exemption from
registration obligation or other acceptance in accordance with the
securities laws of such country.

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