Helsinki, Finland, 2016-06-20 08:40 CEST (GLOBE NEWSWIRE) --
SSH COMMUNICATIONS SECURITY CORPORATION COMPANY ANNOUNCEMENT JUNE 20, 2016 AT 9:40 A.M.
SSH COMMUNICATIONS SECURITY OFFERS UP TO 2,950,000 NEW SHARES TO INSTITUTIONAL AND OTHER SELECTED INVESTORS IN AN ACCELERATED BOOK-BUILT OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN.
SSH Communications Security Corporation (”SSH” or the ”Company”) offers up to 2,950,000 new shares in the Company (the “Shares”) to institutional and other selected investors in an accelerated book-built offering deviating from the shareholders’ pre-emptive subscription right (the “Offering”). The Company’s board member and shareholder Tatu Ylönen has undertaken to subscribe for Shares in the amount of EUR 2 million in the Offering, and the Company’s board member and shareholder Timo Syrjälä has undertaken to subscribe for Shares, either directly or through his controlled companies, in the amount of EUR 3 million in the Offering. Timo Syrjälä’s subscription is conditional on his direct and indirect holding not exceeding 10 per cent of all the shares in the Company.
The Shares correspond to up to approximately 9.40 per cent of all the shares and voting rights in the Company immediately prior to the Offering. The final number of Shares offered and the pricing information will be decided by the Board of Directors of the Company at the close of the book-building process. The Board of Directors will approve the subscriptions on a pro rata basis.
The authorisation of the Board of Directors to issue the Shares on a non-pre-emptive basis was granted by the Annual General Meeting of the Company on 20 April 2016. From the Company’s viewpoint, there is a weighty financial reason in accordance with the Limited Liability Companies Act for deviating from the pre-emptive subscription right. The Offering is carried out to strengthen the Company’s cash position. The Company closed a 3.2Me deal with a European financial institution in April, and the Company believes that it has potential for several similar sized customer cases. The Company believes the SSH key management market is finally awakening and products are ready to scale the deployed base. Therefore, the Company plans to significantly expand its sales and delivery capability, and the additional funding gives the backbone to systematically develop these functions. This is important for winning market share and maintaining leadership in the market. Additionally, the stronger cash position will help the Company enforce its patent portfolio and secure more favorable licensing deals. The Company is also continuing to invest in its specialty firewall.
The Offering is being conducted, subject to the satisfaction of certain conditions, as an accelerated book-building process carried out by Evli Bank Plc (“Evli”) to institutional and other selected investors. The book-building will commence immediately and is expected to end no later than on 20 June 2016 at 18:45. The book-building process may, however, be closed at any time during the book-building period. The final number of the Shares to be issued and the price with which the Shares are offered will be announced as soon as practicable after the close of the book-building process. Delivery of the Shares is expected to take place against payment on or about 23 June 2016.
The Shares will entitle their holders to shareholder rights, including the right to receive full dividends declared by the Company, if any, after the Shares have been registered with the Finnish Trade Register, expected to take place on or about 23 June 2016. The Company will make an application for the listing of the Shares on Nasdaq Helsinki Ltd. (“Nasdaq Helsinki”). Trading in the Shares on Nasdaq Helsinki is expected to commence on or about 27 June 2016.
The Offering will be managed by Evli as the Lead Manager and the Sole Bookrunner. Castrén & Snellman Attorneys Ltd acts as the Company’s legal adviser.
Helsinki, 20 June 2016
SSH Communications Security Corporation
Board of Directors
For further information:
Jyrki Lalla, CFO, tel. +358 45 340 4641
Distribution:
NASDAQ OMX Helsinki Oy
Major media
www.ssh.com
About SSH Communications Security:
As the inventor of the SSH protocol, we have a twenty-year history of leading the market in developing advanced security solutions that enable, monitor, and manage encrypted networks. Over 3,000 customers across the globe trust the company’s encryption, access control and encrypted channel monitoring solutions to meet complex compliance requirements, improve their security posture and save on operational costs. SSH Communications Security is headquartered in Helsinki and has offices in the Americas, Europe and Asia. The company’s shares (SSH1V) are quoted on the NASDAQ OMX Helsinki. For more information, visit www.ssh.com
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the Offering in the United States or to conduct a public offering of securities in the United States.
Members of the public are not eligible to take part in the Offering. This communication is directed (A) in the European Economic Area, only at persons who are qualified investors as defined in article 2(1)(e) of EU directive 2003/71/EC and as implemented in legislation in each of the relevant member states and (B) in the United Kingdom only at qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the “Order”), or (ii) persons falling within article 49(2) (“high net worth companies, unincorporated associations, etc”) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Evli Bank Plc (“Evli”) acts only for and on behalf of SSH Communications Security Corporation in connection of the Offering. Evli does not hold any other party as its client or cannot be held accountable to advise or indemnify other parties than SSH Communications Security Corporation with regards to the Offering or other matters referred hereto.