Stonesoft Corporation Stock Exchange Release 6 May 2013 at 7.00 pm STONESOFT CORPORATION: NOTIFICATION PURSUANT TO CHAPTER 9, SECTION 10 OF THE FINNISH SECURITIES MARKET ACT Stonesoft Corporation has received the following notification on 6 May 2013: NOTIFICATION OF A CHANGE IN SHAREHOLDING PURSUANT TO CHAPTER 9, SECTION 5 OF THE FINNISH SECURITIES MARKET ACT 1. Issuer of the shares Stonesoft Corporation, business identity code 0837548-0. 2. Full name of persons subject to the notification obligation Intel Corporation (Delaware Secretary of State File No. 2189074) McAfee Suomi Funding LLC (Delaware Secretary of State File No. 5328874) 3. Chain of controlled undertakings through which the voting rights are effectively held or the party subject to the notification obligation to disclose major holdings is party to an agreement or other arrangement McAfee, Inc. ("McAfee") and Stonesoft Oyj ("Stonesoft") have on 5 May 2013 entered into a Combination Agreement under which they have agreed to combine the operations of McAfee and Stonesoft. In order to effect the combination, McAfee Suomi Funding LLC ("Offeror") will make a voluntary public tender offer to purchase all of the issued and outstanding shares and option rights in Stonesoft that are not owned by Stonesoft or any of its subsidiaries. The Offeror is a wholly-owned indirect subsidiary of Intel Corporation and an affiliate of McAfee. 4. Reason for the notification Intel Corporation has today, on 6 May 2013, announced that the Offeror will make a voluntary public tender offer ("Tender Offer") to purchase all of the issued and outstanding shares and option rights in Stonesoft that are not owned by Stonesoft or any of its subsidiaries. The three largest shareholders of Stonesoft, Mr. Ilkka Hiidenheimo (10,417,400 shares in Stonesoft), Mr. Hannu Turunen (7,150,000 shares) and Mr. Timo Syrjälä (4,644,967 shares together with companies under his control), together owning 22,212,367 shares corresponding to 34.66 % of all the shares and voting rights in Stonesoft, have irrevocably and unconditionally undertaken to accept the Tender Offer. The acceptance period under the Tender Offer is expected to commence on or about 21 May 2013 and to run for approximately three (3) weeks. The Offeror reserves the right to extend the offer period from time to time in accordance with the terms and conditions of the Tender Offer. The completion of the Tender Offer will be subject to the satisfaction or waiver by the Offeror of certain conditions to completion, as specified in the press release by Intel Corporation published on 6 May 2013. Should the Tender Offer be completed, the Offeror's holding in Stonesoft, based on the irrevocable undertakings given by the above three shareholders, will upon the settlement of the Tender Offer exceed 3/10 of the shares and voting rights in Stonesoft. 5. Offeror's existing shareholding and voting rights +----------------+--------------------+--------------------+-------------------+ |Number of shares|% of total number of|Number of voting |% of total number | | |shares |rights |of voting rights | +----------------+--------------------+--------------------+-------------------+ |0 |0 % |0 |0 % | +----------------+--------------------+--------------------+-------------------+ 6. Offeror's total shareholding if the Tender Offer shall be completed +----------------+------------------+-----------------------+------------------+ |Number of shares|% of total number|Number of voting rights|% of total number| | |of shares | |of voting rights | +----------------+------------------+-----------------------+------------------+ |22,212,367 |34.66% |022,212,367 |34.66% | +----------------+------------------+-----------------------+------------------+ The percentages have been calculated in proportion to the total number of shares registered at the Trade Register on 6 May 2013 and the total number of voting rights related to them, i.e. 64,090,482 shares and voting rights. Helsinki, 6 May 2013 Stonesoft Corporation Ilkka Hiidenheimo President & CEO For further information, please contact: Mikael Nyberg, CFO, Stonesoft Corporation Tel. +358 9 476 711 E-mail: mikael.nyberg@stonesoft.com Distribution: NASDAQ OMX Helsinki Ltd www.stonesoft.com [HUG#1699612]
STONESOFT CORPORATION: NOTIFICATION PURSUANT TO CHAPTER 9, SECTION 10 OF THE FINNISH SECURITIES MARKET ACT
| Source: Stonesoft