TECNOMEN AND LIFETREE ARE NOW TECNOTREE
Tecnomen Corporation STOCK EXCHANGE RELEASE
7 May 2009 at 8.30 am
TECNOMEN AND LIFETREE ARE NOW TECNOTREE
Tecnomen Corporation informs that the acquisition of the shares of Lifetree
Convergence Ltd (“Lifetree”), as notified on 15 December 2008, has been
completed.
The Conditional Resolutions of the General Meeting Take Effect
The Annual General Meeting has conditionally resolved on 19 March 2009 to amend
the name of Tecnomen Corporation, to elect Messrs. Atul Chopra and David K.
White as additional members to the Board of Directors and to issue option
rights. These conditional resolutions of the Annual General Meeting have, due to
the fulfilment of the conditions of the acquisition, taken effect on 6 May 2009
as follows:
- The business name of the Company is Tecnomen Lifetree Oyj; in Swedish,
Tecnomen Lifetree Abp; and in English, Tecnomen Lifetree Corporation. The
Company is domiciled in Espoo.
- The board terms of Messrs. Atul Chopra and David K. White began at completion
of the transaction on 6 May 2009. Accordingly, the Board of Directors will
comprise eight (8) members.
- The 2009 Stock Option Plan has taken effect. In accordance with the option
plan a maximum of 6,840,036 options rights maybe issued. As a result of the
share subscriptions, the number of shares in the Company may be increased by a
total maximum of 6,840,036 new shares.
New Organisation
The CEO of the new Tecnomen Lifetree Group is Mr. Jarmo Niemi and the CEO of
Lifetree, Mr. Atul Chopra, is appointed COO of Tecnomen Lifetree. The management
group of the new Group will comprise the members of Tecnomen's management group,
Messrs. Jarmo Niemi, Eero Mertano, Miika Reinikka and Tuomas Wegelius, as well
as Mr. Atul Chopra and Naim Kazi as new members.
Reporting will continue to be based on segment division: the Messaging business
unit - together with Lifetree's MDX+ business division, and: the Charging
business unit -together with Lifetree's business operations except for the MDX+
division, will be reported as the Company's primary segments.
The company uses the name Tecnotree and the new website is www.tecnotree.com .
The 2009 Option Plan and Issue of Options
Based on the 2009 Option Plan the Company's Board of Directors has resolved to
issue 265.554 of 2009A stock options, 619.627 of 2009B stock options and 885.181
of 2009C stock options i.e. in total 1,770,362 stock options in accordance with
the terms and conditions of the transaction agreements between the owners. All
remaining stock options shall be issued to the Company's wholly owned
subsidiary, Tecnomen Japan Oy, to be distributed at a later time to current or
future key personnel of the Group. The terms and conditions of the stock options
are available for shareholder review on the Company's website at
www.tecnotree.com.
The 2006 Option Plan remains in force, but the overall dilution of the 2006 and
the 2009 options shall not exceed 8.5% of the total number of shares issued
after the completion of the transaction.
Directed Share Issue to the Sellers of Lifetree
The Annual General Meeting has on 12 March 2008 authorised the Board of
Directors to issue a maximum of 17,800,000 new shares. Based on the
aforementioned authorisation the Board of Directors has in accordance with the
terms and conditions of the transaction between the owners of Tecnomen and
Lifetree resolved on the issue of new Company shares on the following terms and
conditions:
13,676,658 new Company shares will be issued for subscription. The new shares
will be issued to the sellers of Lifetree with deviation from the pre-emptive
subscription rights of the shareholders. Accordingly, there is a weighty
financial reason for the Company to deviate from shareholders' pre-emptive
subscription rights. The subscription price is EUR 0.86 per share. The
subscription price will be paid as contribution in kind.
The acquisition and the subscription of shares have been completed. The share
capital of Tecnomen Lifetree will not change as a consequence to the share
issue, but the number of shares will increase by 13,676,658. Accordingly, the
total number of shares will amount to 72,953,736. The new shares are intended to
be listed on the main list of NASDAQ OMX Helsinki Ltd and the trade of the new
shares is estimated to begin in May 2009.
TECNOMEN CORPORATION
The Board of Directors
Appendix
Tecnotree presentation
FOR FURTHER INFORMATION
Jarmo Niemi, CEO, tel +358 9 8047 8799
Tuomas Wegelius, CFO, tel +358 9 8047 8650
DISTRIBUTION
NASDAQ OMX Helsinki Ltd.
Main Media
www.tecnomen.com
About Tecnotree
Tecnotree, (Tecnomen Lifetree) founded in 1978, is one of the leading suppliers
of Business and Operations Support Systems (BSS/OSS) and Value Added Services
(VAS) for telecom operators worldwide. Tecnotree markets and sells its products
and services through its own organisation, as well as through global and local
partners, and has supplied its products to more than 120 customers around the
world. Headquartered in Espoo, Finland, Tecnotree has over 750 employees working
in 20 locations worldwide. The company is listed on the main list of NASDAQ OMX
Helsinki Ltd with the trading code TEM1V. For more information on Tecnotree
visit www.tecnotree.com .
Tecnotree Corporation, Finnoonniitynkuja 7, FIN-02271 Espoo, Finland, Tel +358 9 804 781 | Privacy Statement | Personal Profile
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