CVC Capital Partners plc and Risto Siilasmaa entered into a combination agreement to acquire WithSecure Oyj (HLSE:WITH) from Risto Siilasmaa, Varma Mutual Pension Insurance Company and others for approximately ?300 million in a tender offer transaction on August 8, 2025. Risto Siilasmaa is executing a equity reinvestment whereby Risto Siilasmaa will sell 34.2 percent of all Shares in WithSecure. A cash consideration valued at ?1.7 per share will be paid by CVC Capital Partners plc and the management. As part of consideration, ?299 million is paid towards common equity of WithSecure Oyj. The Offeror has secured the required financing to finance the Tender Offer.

The transaction is subject to approval of merger agreement by target board, approval of offer by target shareholders and subject to antitrust regulations. The deal has been unanimously approved by the board. The offer period under the Tender Offer is expected to commence on or about August 20, 2025, and to expire on or about October 1, 2025, unless the Offeror extends the offer period in order to satisfy the conditions to completion of the Tender Offer The Tender Offer is currently expected to be completed during the fourth quarter of 2025.
As of October 20, 2025 the Tender Offer, the 150,508,855 Shares validly tendered and not validly withdrawn in the Tender Offer or which the shareholders of WithSecure have otherwise agreed to sell to the Offeror in connection with the Tender Offer, represent in aggregate approximately 85.6 percent of the Shares and voting rights in WithSecure. These Shares together with the 13,188,546 Shares otherwise acquired by the Offeror during the offer period, represent in aggregate approximately 93.1 percent of the Shares and voting rights in WithSecure. In order to provide also the remaining shareholders of WithSecure the possibility to accept the Tender Offer, the Offeror has decided to commence a subsequent offer period in accordance with the terms and conditions of the Tender Offer. The Subsequent Offer Period will commence on October 20, 2025 at 9:30 a.m. (Finnish time) and expire on November 3, 2025 at 4:00 p.m. (Finnish time). During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. As the Offeror has declared the Tender Offer unconditional, all acceptances will be binding and cannot be withdrawn. As of November 3, 2025 The Offeror will announce the preliminary percentage of the Shares validly tendered during the Subsequent Offer Period on or about November 18, 2025 and the final percentage on or about November 20, 2025. As previously announced, the offer price for the Shares validly tendered during the Subsequent Offer Period up to November 3, 2025 will be paid to the shareholders on or prior to November 27, 2025. The offer price for the Shares validly tendered during the extended Subsequent Offer Period will be paid to the shareholders on or prior to December 11, 2025. As of October 9, 2025, Offeror has received all necessary regulatory approvals for its voluntary recommended public cash tender offer for all the shares in WithSecure.

Goldman Sachs International acted as financial advisor for CVC Capital Partners plc. Roschier, Attorneys Ltd. acted as legal advisor for CVC Capital Partners plc. Latham & Watkins LLP acted as legal advisor for CVC Capital Partners plc. DNB Carnegie Investment Bank AB acted as financial advisor for WithSecure Oyj. DNB Carnegie Investment Bank AB acted as fairness opinion provider for WithSecure Oyj. Asianajotoimisto Castrén & Snellman Oy acted as legal advisor for WithSecure Oyj.

CVC Capital Partners plc and Risto Siilasmaa completed the acquisition of WithSecure Oyj (HLSE:WITH) from Risto Siilasmaa, Varma Mutual Pension Insurance Company and others in a tender offer transaction on November 17, 2025.