TERMINATION OF THE COMBINATION AGREEMENT
Sysopen PLC STOCK EXCHANGE RELEASE 29 October 2003 at 2:15 pm
TERMINATION OF THE COMBINATION AGREEMENT BETWEEN SYSOPEN PLC AND NOVO GROUP PLC; APPROVALS FOR COMBINATION OBTAINED FROM THE FINNISH AND ESTONIAN COMPETITION AUTHORITIES As we have earlier stated in our joint stock exchange release, Novo Group Plc (Novo Group) has terminated the Combination Agreement dated 25 September 2003 between Novo Group and Sysopen Plc (SysOpen). SysOpen believes that in doing so the Board of Directors of Novo Group has acted in breach of the Combination Agreement. SysOpen has sent a letter to the Board of Directors of Novo Group regarding the matter and is considering further actions to be taken. Already before the decision made by Board of Directors of Novo Group SysOpen had indicated that it was, subject to certain conditions, willing to improve its offer. The Board of Directors of Novo Group has not accepted SysOpens proposal for improved offer and has denied SysOpen a reasonable time to improve its offer after having received a competing higher offer as required by the Combination Agreement. Our tender offer for Novo Group shares will continue at least until 7 November 2003 in accordance with its original terms and conditions. By 28 October 2003 the tender offer had been approved by over 1,600 shareholders (approximately 34 per cent of all shareholders of Novo Group) representing approximately 20 per cent of the all shares in Novo Group. SysOpen has also received approvals for Combination by both the Finnish and Estonian Competition Authorities. SysOpen is currently reviewing the situation created by Novo Groups actions as well as its possible own actions in the matter, including possible changes to the terms and conditions of its tender offer. Comments Kari Karvinen, Chairman of the Board of Directors of SysOpen: Despite the unfortunate decision by the Board of Directors of Novo Group, we firmly believe that SysOpens tender offer creates a better alternative both for the shareholders of Novo Group and SysOpen and for the combining companies, their customers and personnel. The Finnish information technology industry needs a strong domestic player like SysOpen that is able to improve its business in a manner that benefits shareholders and customers. Arto Sahla, Managing Director of SysOpen: Through the combination of SysOpen and Novo Group we wish to strengthen the combined companys possibilities to service its customers even better and secure a position as a significant Finnish provider of information technology services. We have during the tender offer received very positive feedback from customers on our combination with Novo Group. SysOpen continues to believe in the ability and willingness of the Finns to compete successfully with international service providers on our home markets and to create possibilities for profitable international growth in our strong service and product areas. Further information SysOpens information meeting to press and analysts will be held on 29 October 2003 at 3.30 p.m., at Kansallissali, Aleksanterinkatu 44, 00100 Helsinki. Helsinki 29 October 2003 SYSOPEN PLC Additional information: Arto Sahla, Managing Director, Sysopen Plc, tel. + 358 400 442986 Additional information on acceptance of the tender offer: Novo Group shareholders will receive additional information from their book-entry account operator or asset manager. This stock exchange release may not be published or distributed in Australia, Hong Kong, Japan, South Africa, the United Kingdom or the United States. The information contained in this release is not to be published in, or distributed 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.