Proha Plc: More Information On Artemis Acquisition

MORE INFORMATION ON ARTEMIS ACQUISITION - The international secondary placement will commence on Sept. 14, 2000 - Proha expects significant synergies from the Artemis Acquisition - Towards the end of the year, the prospects for Proha's business are promising. INTERNATIONAL SECONDARY PLACEMENT In the international secondary placement in connection to the Artemis Acquisition a total of 1 551 400 Proha plc shares are issued (16.0%of the share capital) for a selected group of professional institutional investors. The amount can be increased by 268,891 shares if there is demand for it. In addition, the managers have been authorised to increase the amount of shares to be sold by 200,000 shares within 30 days of the settlement. In the secondary placement the shares are sold by the Copenhagen branch of the Landesbank Schleswig-Holstein Giro- zentralen and Thomfinanz AG. Also Artemis can act as a vendor for the additional shares if Proha Plc shares have returned to it in connection to the purchase. The secondary placement is directed to a limited group of domestic professional investors and to international institutional investors. Minimum subscription is 5 000 shares. The pricing is based on book- building method. The offering commences on September 14, 2000 and will close on Sept 19, 200 at the latest. The price of the shares is determined on September 19, 2000 and the settlement is estimated to happen on September 22, 2000. The international share sale is arranged by PCA Coprorate Finance Oy. The selling group consists of PCA Corporate Finance Oy (Lead Manager and Bookrunner), Handelsbanken Investment Banking and Danish Gudme Raaschou. Eficor Oyj will act as the selling agent. THE COMBINATION OF PROHA AND ARTEMIS Proha's strategy for expanding its business operations has included the acquisition of businesses complementing its existing business areas particularly in the Nordic countries. During 1999 and 2000, Proha has acquired several IT businesses in Finland and one company in Norway. By acquiring Artemis, Proha enters into the North American IT market and becomes a global market leader in the high-end project management software sector. Management expects to achieve substantial synergies from the Artemis Acquisition particularly in product development and world-wide distribution of software and consultancy products. Artemis has 40 sales, support and consultancy offices forming an international network in 25 countries. Expected Synergy Benefits The Company expects to realize significant synergies in the following areas: Research and Product Development Combining Proha's knowledge base with the existing Artemis product portfolio will form an entity, that will be able to improve its products and create new competitive applications. Proha's research and development operations are currently being integrated into the existing R&D organization of Artemis. The combined entity has R&D operations in the United States, the United Kingdom, Finland and Japan. Global Distribution Proha's products will be sold through the global distribution network of Artemis. Proha's project management software products will add functionality and industry specific features to Artemis' software. Company's Growth The combined company has an opportunity to grow faster than the IT market in general. Managements of Proha and Artemis have co-operated for several years and share the vision on how to develop the combined entity further. Proha's knowledge of installing and customizing Artemis products can be utilized elsewhere within the organization. The combined entity is in a good position to grow by further acquisitions using the Company's shares as the acquisition currency. Strategy of the Combined Entity The business models of Artemis and Proha are both based on know-how and products growing from intimate knowledge of certain vertical and/or horizontal software markets. The products and services are in large part complementary and will broaden Proha's ability to serve all types of customers on the field of eManagement. The management believes that the integration process will be a success, because for example the development teams have worked productively with each other already prior to the Artemis Acquisition Organizational changes will concentrate on separating local parts of the customer service and other business from the global services and global software R&D and marketing efforts. These changes are expected to lead to more responsive product development and better quality and availability of services on a world wide basis. Unaudited Combined Pro Forma Financial Information The following combined pro forma information for January 1 - June 31, 2000 is unaudited. The unaudited pro forma balance sheet for six months ending at June 30, 2000, and the pro forma profit and loss statement for the six months ended June 30, 2000 is prepared according to Finnish GAAP. The combined pro forma financial information is based on the interim historical consolidated financial statements of Proha and Artemis under the assumptions described in the accompanying footnotes. The interim historical financial information for Proha used in the preparation of the pro forma financial information has been prepared in accordance with Finnish GAAP The interim historical financial information for Artemis Acquisition Corporationin used in the preparation of the pro forma financial information has been prepared in accordance with U.S. GAAP. The unaudited pro forma financial information has not been adjusted to reflect any differences between Finnish GAAP and U.S. GAAP. All U.S. dollar amounts have been converted into euros by using the conversion rate of EUR 1.00 = USD 0.9132.For the six months ended June 30, 2000 ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2000/09/08/20000908BIT00460/bit0001.doc The full report http://www.bit.se/bitonline/2000/09/08/20000908BIT00460/bit0002.pdf The full report