STOCKHOLM, Sweden, Jan. 18, 2002 (PRIMEZONE) -- Proha Board of Directors has decided to continue the study on possible demerger of the group's businesses while also considering alternative structural solutions. In case the Board would opt for a demerger, approval at a general meeting of Proha shareholders would be needed. The shareholder meeting could be held earliest in April and the demerger process could be finalized during fall 2002. The Board is looking for a corporate structure that would best support the company businesses while increasing the equity value and securing adequate liquidity.
The Boards of Directors of Proha Plc and Artemis International Solutions Corporation ("Artemis") agreed at their respective meetings on January 17, 2002 to commence negotiations and preparations for transferring the Nordic subsidiaries of Artemis, including Artemis Finland Oy, to direct ownership by Proha Plc. The proposed arrangement aims at accelerating growth of the Nordic operations, whose business model is broader than the global one. The arrangement would include an Agreement whereby the Nordic operations would continue to market, distribute and support Artemis' products in the territory. The transfer is expected to be finished within the current quarter. Artemis continues as a Proha subsidiary concentrating in the global software business.
In accordance with the authorization given in the Extraordinary General Meeting on December 17, 2001, the Board of Directors of Proha Plc decided to increase the share capital by EUR 81,359.20 deviating from the Proha Plc's shareholders' pre-emptive subscription right by offering the owners of German Artemis International GmbH a total of 312,920 new Proha Plc shares for the remaining 43.2% share of the company. This directed issue is in accordance with the purchase agreement made on September 1,2000 according which Proha got 30.8% of Artemis International GmbH shares. After this directed issue German Artemis is a fully owned subsidiary of the Proha Group. Total of 500,370 Proha Plc shares with the book parity of EUR 130,096.20 have been issued in the purchase. This corresponds approx. 0.98% of the total Proha Plc share capital after the share exchange. The shares acquired in both phases of the purchase will be given to Artemis International Solutions Corporation as the final payment of the share exchange agreement made between Proha Plc and Opus360 Corporation on April 11,2001.
The Proha Board of Directors decided to use the option to purchase the remaining shares of the Norwegian Safran Software Solutions AS (Safran) as per purchase agreement of April 6,2000. In accordance with the authorization given in the Extraordinary General Meeting on December 17, 2001, the Board of Directors decided to increase the share capital by EUR 130,000.00 deviating from the Proha Plc's shareholders' pre-emptive subscription right by offering the owners of Safran a total of 500,000 new Proha Plc shares for the remaining 40% share of the company. After this directed issue Safran is a fully owned subsidiary of Proha Plc. Total of 2,000,000 Proha Plc shares with the book parity of EUR 520,000.00 have been issued in the purchase. This corresponds approx. 3,92% of the total Proha Plc share capital after the share exchange.
After the directed issues decided now the total share capital of Proha Plc will be EUR 13,485,490.20 corresponding the total of 51,867,270 shares.
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