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08.08.2025 07:30 Uhr
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WithSecure Oyj: Inside information: A consortium formed by CVC and Risto Siilasmaa announces a recommended cash tender offer of EUR 1.70 per share through Diana BidCo Oy to the shareholders of WithSecure Corporation
WithSecure Corporation | Inside Information | 8 August 2025 at 08:30 EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION ENTITLED "IMPORTANT INFORMATION" BELOW.
Inside information: A consortium formed by CVC and Risto Siilasmaa announces a recommended cash tender offer of EUR 1.70 per share through Diana BidCo Oy to the shareholders of WithSecure Corporation
Diana BidCo Oy to launch a voluntary cash tender offer of EUR 1.70 per share, with the aim to delist WithSecure Corporation following the tender offer.
An attractive premium of approximately 94.0 percent compared to the volume-weighted average trading price during the twelve-month period and approximately 72.1 percent to the closing price as of 7 August 2025, provides the shareholders of WithSecure Corporation with an opportunity to realize value immediately.
Risto Siilasmaa, the founder and the Chair of Board of Directors of WithSecure Corporation, has formed a strategic partnership with CVC and unconditionally and irrevocably undertaken to accept the tender offer and re-invest all of his net proceeds in the consortium following the tender offer.
Risto Siilasmaa and CVC have spent the past year shaping a bespoke partnership built on trust, a shared vision, and the best interest of WithSecure Corporation.
The transaction is expected to strengthen and accelerate the road to WithSecure Corporation's long-standing goal of becoming Europe's most trusted business cyber security partner.
The consortium believes that the partnership unlocks new momentum and positions WithSecure Corporation to lead Europe's next era of business cyber security.
WithSecure Corporation's employees would remain part of an even more ambitious company with a determined will to grow and a high level of innovation.
The Board of Directors of WithSecure Corporation, represented by a quorum comprising the non-conflicted members of the Board of Directors, welcomes the strategic partnership with CVC and Risto Siilasmaa and has unanimously agreed to recommend that the shareholders of WithSecure Corporation accept the tender offer.
A consortium formed for purposes of the Tender Offer (as defined below) consisting of (i) Diana Master TopCo Lux S.à r.l. (the "CVC Investor"), and (ii) Risto Siilasmaa, the founder and the Chair of the Board of Directors of WithSecure Corporation (together the "Consortium") hereby announces a voluntary recommended public cash tender offer for all the issued and outstanding shares (the "Shares" or, individually, a "Share") in WithSecure Corporation ("WithSecure" or the "Company") (the "Tender Offer"). The shareholders of WithSecure will be offered cash consideration of EUR 1.70 for each Share validly tendered in the Tender Offer (the "Offer Price"). The Tender Offer is made through Diana BidCo Oy (the "Offeror"), which is a private limited liability company incorporated under the laws of Finland that will be indirectly owned by the Consortium.
Shareholders of WithSecure, who in aggregate hold approximately 38.1 percent of the Shares and votes in WithSecure, have irrevocably undertaken to accept the Tender Offer, subject to certain customary conditions.
The Board of Directors of WithSecure, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders of WithSecure accept the Tender Offer.
KEY HIGHLIGHTS AND SUMMARY OF THE TENDER OFFER
On 8 August 2025, the Offeror and WithSecure entered into a combination agreement (the "Combination Agreement") pursuant to which the Offeror makes the Tender Offer for all the issued and outstanding shares in WithSecure. The CVC Investor and Risto Siilasmaa have formed a Consortium for the purposes of the Tender Offer, which will indirectly own the Offeror following the completion of the Tender Offer.
The Offer Price is EUR 1.70 in cash for each Share validly tendered in the Tender Offer, subject to adjustments as set out in the section "The Tender Offer in Brief" below.
The Shares are traded on the official list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki").
The Offer Price represents a premium of approximately:
72.1 percent compared to the closing price (EUR 0.99) of the WithSecure share on Nasdaq Helsinki on 7 August 2025, the last trading day immediately preceding the announcement of the Tender Offer;
69.8 percent compared to the volume-weighted average price (EUR 1.00) of the WithSecure share on Nasdaq Helsinki during the three-month period prior to and up to 7 August 2025; and
94.0 percent compared to the volume-weighted average price (EUR 0.88) of the WithSecure share on Nasdaq Helsinki during the twelve-month period prior to and up to 7 August 2025.
The Tender Offer values WithSecure's total equity at approximately EUR 299 million.
The Board of Directors of WithSecure, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders of WithSecure accept the Tender Offer. The recommendation is supported by a fairness opinion provided by DNB Carnegie Investment Bank AB, Finland Branch ("DNB Carnegie").
The completion of the Tender Offer is not expected to have any immediate material effects on the operations or assets, the position of the management or employees, or the business locations of WithSecure. However, as is customary, the Offeror intends to change the composition of the Board of Directors of WithSecure after the completion of the Tender Offer.
Risto Siilasmaa's unconditional and irrevocable undertaking to accept the Tender Offer represents approximately 34.2 percent of all the Shares.
Irrevocable undertaking to accept the Tender Offer from Varma Mutual Pension Insurance Company represents approximately 3.9 percent of all the Shares and, together with Risto Siilasmaa's undertaking, approximately 38.1 percent of all the Shares.
The Offeror has secured the required financing to finance the Tender Offer at completion in accordance with its terms, and subsequent compulsory redemption proceedings, if any, in accordance with the Finnish Companies Act (624/2006, as amended, the "Finnish Companies Act"). The Offeror's obligation to complete the Tender Offer is not conditional upon the availability of financing.
The Offeror expects to publish a tender offer document (the "Tender Offer Document") with detailed information on the Tender Offer on or about 19 August 2025. The offer period under the Tender Offer is expected to commence on or about 20 August 2025, and to expire on or about 1 October 2025, unless the Offeror extends the offer period in order to satisfy the conditions to completion of the Tender Offer. The Tender Offer is currently expected to be completed during the fourth quarter of 2025.
The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror's announcement of the final results of the Tender Offer including, among other things, that all necessary approvals by regulatory authorities have been received and the Offeror having gained control of more than 90 percent of the Shares and votes in WithSecure.
Commenting on the Tender Offer, Daniel Williamson, Managing Director, CVC:
"We are proud to partner with the WithSecure team and its founder Risto as the company begins its next chapter as a privately held business. WithSecure has built a strong position as a trusted cyber security provider, and we believe private ownership will offer the right environment to sharpen strategic focus and accelerate investment in key growth initiatives. Our partnership is grounded in mutual respect and a shared long-term vision that the need for sovereign, European cyber security solutions is greater than ever. We firmly believe WithSecure is uniquely positioned to fulfil that need. With CVC's deep European presence, sector expertise and global network, we look forward to supporting the company in scaling its impact across the region and beyond."
Commenting on the Tender Offer, Risto Siilasmaa:
"This partnership with CVC marks an important milestone in our journey. As cyber threats become more complex and persistent, the need for trusted, sovereign cyber security solutions is greater than ever. CVC shares our vision for building a European leader in cyber security, rooted in innovation, trust and operational excellence. With their support, we will i