Recommended Voluntary Public Cash Tender Offer by Diana BidCo Oy for All Issued and Outstanding Shares in WithSecure Corporation

Diana BidCo Oy (the “Offeror”), a Finnish private limited liability company, hereby offers to acquire, through a recommended voluntary public cash tender offer, all of the issued and outstanding shares in WithSecure Corporation (the “Company” or “WithSecure”) that are not held by the Company or any of its subsidiaries (the “Shares” or, individually, a “Share”) (the “Tender Offer”). The shares in WithSecure are admitted to trading on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”).

The Tender Offer was announced by the Offeror on 8 August 2025 (the “Announcement”). Under the Tender Offer shareholders of WithSecure are offered EUR 1.70 in cash for each Share validly tendered in accordance with the terms and conditions of the Tender Offer (the "Share Offer Price"), subject to certain possible adjustments as described in the English language translation of the Finnish language tender offer document. >

Important dates

  • Announcement of the Tender Offer 8 August 2025
  • Offer period commenced 20 August 2025
  • The extended offer period expires 15 October 2025. The Offeror may extend the offer period further, among other things, in order to satisfy the conditions to completion of the Tender Offer, including without limitation obtaining necessary regulatory approvals.

Share offer price

The Share Offer Price for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 1.70 in cash, subject to certain possible adjustments as set out in the tender offer document. The Share 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;• 69.8 percent compared to the volume-weighted average trading price (EUR 1.00) of the WithSecure share on Nasdaq Helsinki during the three (3) months ended on 7 August 2025 (inclusive); and• 94.0 percent compared to the volume-weighted average trading price (EUR 0.88) of the WithSecure share on Nasdaq Helsinki during the twelve (12) months ended on 7 August 2025 (inclusive).

Offer period

The offer period for the Tender Offer commenced on 20 August 2025, at 9:30 a.m. (Finnish time) and the extended offer period will expire on 15 October 2025, at 4:00 p.m. (Finnish time), unless the offer period is extended further or any extended offer period is discontinued in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations. The Offeror may extend the offer period, among other things, in order to satisfy the conditions to completion of the Tender Offer, including without limitation obtaining necessary regulatory approvals.

Conditions to completion of the Tender Offer

The completion of the Tender Offer is, in accordance with the terms and conditions of the Tender Offer, conditional on certain conditions being fulfilled (unless waived by the Offeror to the extent permitted by applicable law) on or by prior to the date of the Offeror’s announcement of the final result of the Tender Offer. These include, among others, the obtaining of all necessary regulatory approvals and that the Tender Offer has been accepted with respect to Shares representing, together with Shares otherwise acquired by the Offeror prior to or during the offer period, more than 90% of the issued and outstanding Shares and votes in WithSecure on a fully diluted basis. More detailed information on the terms and conditions of the Tender Offer is available in the tender offer document.

Acceptance procedure in short

Most Finnish account operators will send a notice regarding the Tender Offer and related instructions and an acceptance form to their customers. Shareholders of WithSecure who do not receive such instructions or an acceptance form from their account operator or asset manager should first contact their account operator or asset manager and can subsequently, if necessary, contact Danske Bank by sending an email to WithSecure-offer@danskebank.com.

Documents

Tender offer document (PDF)

Brochure (PDF, in Finnish)

 

Additional information

https://www.withsecure.com/en/about-us/investor-relations/recommended-cash-offer

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