Merger between PSI and CashGuard creates leading international technology company



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Yesterday evening, the Boards of PSI Group ASA ("PSI") and CashGuard
AB (publ) ("CashGuard") entered into a merger agreement between the
companies, in which it is proposed that PSI be the acquiring company.
The ratios between the companies are agreed at 53 per cent for
CashGuard and 47 per cent for PSI. Provided that the Extraordinary
General Meetings of both companies approve the proposed merger, a new
company will be created with a leading sales and market position,
combined with leading technology within retail and secure cash
handling.

The Boards of PSI and CashGuard entered into a merger agreement on
Tuesday evening, following each company's completion of a limited due
diligence process and negotiations between the two parties. The
largest shareholders in each company support the merger, in which it
is proposed that PSI Group ASA be the acquiring company. The new
company will have its primary listing in Norway, and will apply for
secondary listing in Sweden concurrent with the completion of the
merger. It is proposed that the company be called PSI Group ASA. The
new company will retain and further develop the strong existing
brands. In connection with the merger, existing CashGuard operations
will be transferred to a new company with the same name. The new
company will be a fully-owned subsidiary of PSI, in the same way that
SQS AB is.

PSI currently has 12,044,090 shares outstanding, of which 39,267 are
own shares, with a par value of NOK 0.62. CashGuard currently has
99,205,633 shares outstanding (of which 1,000,000 are Series A shares
and 98,205,633 Series B shares), each with a par value of SEK 0.08.
The proposed terms of exchange of 53 per cent for CashGuard and 47
per cent for PSI mean that 73,320 CashGuard Series B shares will give
1 PSI share, and 69,829 CashGuard Series A shares will give 1 PSI
share (inversely, 1 CashGuard Series B share will give 0.136389 PSI
shares and 1 CashGuard Series A share will give 0.143208 PSI shares).
The shares that are submitted as payment will be issued in the form
of an increase in the share capital in PSI, which will accrue
entirely to CashGuard's shareholders. The Boards of both companies
considered several factors when establishing the terms of exchange,
in particular the companies' share prices during the period preceding
the decision to enter into a merger agreement.

PSI currently owns 500,000 Series A shares and 24,355,368 Series B
shares, corresponding to 25.05 percent and 27.13 percent respectively
of the share capital and voting rights in CashGuard. According to the
merger agreement, these shares will not be replaced with shares in
PSI. PSI will thus issue a minimum of 10,133,930 and a maximum of
10,143,930 shares to CashGuard's shareholders in connection with the
merger. The exact number of shares issued is dependent on the
rounding out that will occur in connection with the issue of shares
with the purpose of distributing the entire quantity of PSI shares to
CashGuard's shareholders.

The merged company will have around 390 employees with estimated pro
forma sales for 2007 of around MNOK 660 and EBITDA of around MNOK 60,
MNOK 16 before nonrecurring items. Shareholders' equity in the merged
company is estimated to be approximately MNOK 450. It is proposed
that the company's head offices be based in Norway, and PSI's Group
CEO, Jørgen Waaler, has been put forward as the Group CEO of the new
company. It is proposed that Agne Pettersson, CashGuard's CEO, have
responsibility for sales and distribution outside Scandinavia. The
merged company is expected to provide annual synergies of MNOK 10-20."This move will create a new company with leading technology, as well
as a strong sales and distribution organisation. The merged company
will be of a size and financial strength that will create substance
and credibility for major international customers. This merger will
enable us to create a company that has all the right conditions for
becoming one of the most interesting technology companies in
Scandinavia. At the same time it will create significant added value,
and the new company will be well-equipped for achieving both
profitable growth as well as international expansion, which will
benefit shareholders, customers and employees," says Leif Flemming
Bakke, Chairman of the Board of PSI and proposed Chairman of the
Board of the new company.

The Boards of both companies will now jointly develop a merger plan,
which will be presented for approval at the companies' Extraordinary
General Meetings, to be held at the beginning of June, 2008. An
information document with more details on the merged company will be
compiled in accordance with the legal requirements pertaining to
stock market and securities regulations, and will be published and
made available ahead of the Extraordinary General Meeting. The merger
is expected to be completed by the end of August 2008, after the time
limit for notice to the companies' creditors has expired, and
CashGuard's shareholders will then obtain the PSI shares without
further measures. In addition to approval by the Extraordinary
General Meeting of each company, the merger is also conditional upon
the approval of the relevant competition authorities, as well as
PSI's approval for secondary listing in Sweden.

According to the merger agreement, it is proposed that the Board of
the merged company consist of five members. Leif Flemming Bakke is
proposed as Chairman of the Board of the new company. Erik Pinnås,
Bente Holm Mejdell, Mats-Olof Ljungkvist and Annika Sten Pärson have
been put forward as members of the Board.

The merger has the support of PSI's shareholders, who represent 41
percent of the votes and capital, as well as CashGuard's
shareholders, who represent 53 percent of the votes and 48 percent of
the capital."As a CashGuard shareholder, we at Västra Hamnen Fonder regard the
proposed merger as a rational move, both from an industrial as well
as a financial perspective, and we therefore offer our full support
for the proposal. We believe that a joint organisation will find it
easier to highlight the values that we believe exist, and create a
structure that will enable a stronger international establishment. We
feel that this will be of benefit to the shareholders of both
companies," says Oscar Ahlgren at Västra Hamnen Fonder, CashGuard's
third largest shareholder."After a successful and close cooperation between PSI and CashGuard,
lasting almost ten years, this merger will help bring out new
potential, to the benefit of the shareholders of both companies. The
shareholders will gain a stake in a new company with industrial
might, while new commercial opportunities will emerge. The merger has
the support of the largest shareholders of both companies, who
appreciate the added value that will be created. It's very pleasing
to be able to present this decision after many years of focused
efforts to create value for the shareholders," says Erik Pinnås,
principal owner and founder of PSI.

A perfect cooperation"This is a perfect match between two parties, which will boost an
already profitable business. The companies' leading positions within
technology and on the market are a unique combination. Both companies
have also had aggressive plans for growth and internationalisation.
Building on the best aspects in both companies will free up
significant resources and create added value via useful cost
synergies and an increased earnings potential. Now we can grow and
invest internationally together, with a strong domestic market and
profitable operations as our springboard," says Jørgen Waaler, PSI's
Group CEO and proposed Group CEO for the new company."With leading technology for secure and closed cash handling,
combined with PSI's strengths in relation to sales, distribution and
service, this merger will create the ideal conditions for
international success with an underlying profitability, as well as
the perfect environment for creating significant shareholder value,"
says Mats-Olof Ljungkvist, Member of the Board of CashGuard.

Press conference at 2.00 pm, April 16, 2008
There will also be a joint press conference for the new company, with
the management and boards of both PSI and CashGuard, at the Hotel
Continental in Oslo at 2.00 pm today. Press and analysts,
shareholders and other interested parties are welcome to attend. The
conference will also be broadcast live via webcast, which will be
available on both PSI's and CashGuard's websites (www.psi.no and
www.cashguard.se). There will be opportunities to put questions to
the participants, both for those attending the press conference in
person and for those following it via webcast. Further information on
both companies, their businesses and mutual relationship is available
on the companies' websites (www.psi.no and www.cashguard.se). ABG
Sundal Collier has assisted CashGuard and Handelsbanken has assisted
PSI in connection with the merger.

For further information, please contact:
Leif Flemming Bakke
Chairman of the Board of PSI Group ASA
Tel: +47 907 22 200
Mats-Olof Ljungkvist
Member of the Board of CashGuard AB
Tel: +46 7 088 69 013

PSI Group in brief
PSI is Scandinavia's leading supplier of advanced IT solutions for
retail, which manage, distribute and safeguard cash and make the
process of managing prices, goods and consumer information more
efficient.
The PSI Group's head offices are based in Raelingen and the Group
employs approximately 210 people in Norway and Sweden, with sales of
around MNOK 461 in 2007. The company is listed on the Oslo Stock
Exchange and has been the largest shareholder in CashGuard AB for
some time. For further information, visit www.psi.no.
CashGuard AB (publ) in brief
CashGuard develops and sells products and services for closed cash
handling and cash logistics. Via direct sales and distribution
partners, the Company focuses on retail companies, post offices and
banks, as well as on security companies. The CashGuard Group has
approximately 180 employees and in 2007, sales amounted to around
MSEK 387. The CashGuard share is listed on the Stockholm Stock
Exchange (OMX). For further information, visit www.cashguard.se.

Pièces jointes

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