A client-oriented move into new media TietoEnator acquires Visual Systems

A client-oriented move into new media TietoEnator acquires Visual Systems TietoEnator Oyj has acquired all the remaining shares in the new media consulting company Visual Systems Oy, in which it previously held a 20% stake. The acquisition is a part of TietoEnator's growth strategy of providing a full range of value-added IT and digital media services. As the international new media market continues its rapid growth, the capability to integrate new media solutions with mission critical IT- systems becomes a vital issue for solution providers. As digital media projects grow larger in size, the demand for credible system integrators with experience in project management, large databases and industry expertise increases. With the acquisition of Visual Systems, TietoEnator aims to create a "perfect match" for this market. Together, as a leading European company providing high-value-added IT services and as a pioneer in a wide range of new media and e-business solutions, TietoEnator and Visual Systems exhibit a full spectrum of IT and digital media skills. TietoEnator's aim is for Visual Systems to grow into a company of 600 digital media professionals in 6 countries by the year 2003. The co- operation with Visual Systems is expected to generate new business opportunities in the very core of TietoEnator's focus areas: telecom, retail, energy, media, and the public sector. The agreement is also in concert with Visual Systems' strategy of client- orientation and growth. With TietoEnator, Visual Systems will receive resources to grow both domestically and internationally, while at the same time nurturing its long-term client relationships. Under this agreement, Visual Systems remains a subsidiary of TietoEnator, with an independent image and corporate culture. The company's focus will include key projects with TietoEnator, while continuing to work on improving all aspects of digital media, such as user experience, usability, and digital media brands and concepts. *Visual Systems will complement our capability to provide comprehensive services to our key customers. It will also be a spearhead in winning us new major accounts, both abroad and in Finland@, President of TietoEnator´s Services Business Area Pentti Heikkinen says. *The agreement gives Visual Systems the best possible resources to serve our current and new clients in the future. This growth is vital in order to meet the increasingly complex needs of our customers and the digital media market@, continues Visual Systems CEO Pekka Viljakainen. Pekka Viljakainen and his family previously held the bulk of the Visual Systems shares acquired by TietoEnator. The acquisition of Visual Systems will be financed by an exchange of shares. TietoEnator will issue 1.039.102 new shares and exchange these for the shares in Visual Systems. The shares belonging to the minority owners of Visual Systems will be released at the closing of the deal, while the shares for Pekka Viljakainen (CEO and main owner) and Jukka Tiainen, will be released successively over a five year period. The acquisition will not create goodwill under Finnish GAAP. Visual System's shares will be exhanged for TietoEnator shares The acquisition of the 80 per cent of the shares of Oy Visual Systems Ltd will be financed by an exchange of shares. TietoEnator will issue 1,039,102 new shares and exchange these shares for the 200 shares of Oy Visual Systems Ltd. As a result of the share issue the share capital of TietoEnator shall increase by EUR 872,845.68 consisting of 1,039,102 new shares, with a counter value of approximately EUR 0.84 each, for the subscription price of EUR 1.33 per share. The Acquisition will not create goodwill under Finnish GAAP The new TietoEnator shares subscribed by the minority shareholders of Oy Visual Systems Ltd will be released at the closing of the deal, while the shares of Pekka Viljakainen (CEO and the main owner) and Jukka Tiainen, will be released in stages over a five year period, provided that they are still employed by TietoEnator or Oy Visual Systems Ltd. The new TietoEnator shares are offered for the subscription by the shareholders of Oy Visual Systems Ltd deviating from the existing shareholders' pre-emptive rights to subscribe for new shares. This is based on authorization given to the Board of Directors by the General Meeting of Shareholders on 29 March, 2000. The subscription of the new shares shall be paid no later than 31 May 2000. The new shares shall give entitlement to full dividend distribution for the financial year of 2000. TietoEnator has already been a 20 per cent shareholder of Oy Visual Systems Ltd. The company concluded on 18 August 1999 a share transaction by which it acquired a 20 per cent shareholding of Oy Visual Systems Ltd for a purchase price of FIM 11.775.000. For further information contact: Pentti Heikkinen, President TietoEnator Business Area Services tel. +358 9 862 60780, +358 400 438611, e-mail: pentti.heikkinen@tietoenator.com Pekka Viljakainen, CEO Visual Systems Oy tel. Tel: +358 9 8568 7111, +358 500 673 962, e-mail: pekka.viljakainen@visualsystems.fi With a staff of 10,000 and an annual turnover of 1.2 billion euros, TietoEnator Corporation is a leading supplier of value-added IT services in Europe. We can provide consulting, systems development and integration, operation and support and software services. We have in-depth knowledge of our customers' businesses in areas such as telecommunication, banking and finance, the public sector and the forest industry. For more information, visit www.tietoenator.com, contact us via e-mail: info@tietoenator.com, or call +358 9 862 6000. Oy Visual Systems Ltd. is a new media company specializing in comprehensive solutions for digital media and electronic commerce. We rely on a traditional and simple recipe: concentrate on serving the client. Visual Systems employs about 80 digital media professionals. Our net revenue and profits for last year were, respectively, 3.2 million euros and 470 000 euros. We are 11 years young, profitable and free from debt. Our credit rating is AAA (D&B). Visual Systems' clients include The Osuuspankki Group, SanomaWSOY, Compaq, Volvo Auto, Microsoft, Fortum, Philips Nordic, and MTK. For further information: www.visualsystems.fi. TIETOENATOR CORPORATION DISTRIBUTION Helsinki Exchanges Stockholm Stock Exchange Principal Media ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/05/22/20000522BIT00420/bit0001.doc http://www.bit.se/bitonline/2000/05/22/20000522BIT00420/bit0002.pdf