Response to the press release by Thalamus
Nocom can execute its merger offer to TurnIT with the number of shares currently accepting Nocom hereby explains and clarifies their position concerning the merger offer to the owners of TurnIT AB in response to the press release published earlier today by Thalamus Networks and notification of its intention to disclose the substantial acquisition of TurnIT shares. The acceptance period, extended from the original deadline, ends tomorrow Friday March 11, 2005. As of the first deadline date, Nocom had received notification of acceptance by a significant number of TurnIT owners corresponding to approximately 80.7% of the capital and 78.8% of the voting rights in TurnIT AB. Thalamus Networks has now openly declared their intention to exercise a pre-emption right to acquire all outstanding series A TurnIT shares, and further that Thalamus would not accept the Nocom merger offer. The TurnIT Board of Directors has informed us that no such pre-emption right exists as described by Thalamus. As well, all other holders of series A TurnIT shares have irrevocably agreed to accept the merger offer. Thalamus is therefore not able to acquire any series A TurnIT shares as described in their press release. - We believe in this merger, and we have the right and opportunity to declare the offer effective, despite the fact that we have not acquired 90 percent ownership in TurnIT, states Nocom CEO, Stefan Skarin. - We are quite satisfied with the rate of acceptance of our offer during the original acceptance period. We chose to extend the acceptance period for the offer so additional TurnIT owners could join in. However, Nocom has no intention of changing the terms of the merger offer. Both the Board of Directors for TurnIT AB and Sveriges Aktiesparares Riksförbund (The Swedish Shareholder’s Association), Aktiespararna, have expressed support for the merger offer and recommended TurnIT stock and warrant holders to accept the Nocom offer.1) - Nocom and Thalamus have had direct contact, though this has not covered the details of the offer, stated Stefan Skarin. For more information please contact: Stefan Skarin CEO, Nocom Cell phone: 0708 – 65 10 05 E-mail: stefan.skarin@nocom.se 1) The TurnIT Board of Directors recommended to its shareholders acceptance of Nocom’s merger offer on the day it was made public. This recommendation was unanimous among the member of the Board. As stated in the press release by TurnIT from December 22, 2004: ”Against the background of the stock offer in the merger offer, we deem the value of the various alternatives directed to the warrant holders as reasonable. For the Board of Director’s, Nordea Corporate Finance valued the merger offer and reported their opinion that the merger offer is reasonable in a financial perspective. Considering this information, the overall assessment of the TurnIT Board of Directors is that the merger offer is reasonable and it therefore unanimously recommends acceptance by all stock and warrant holders in the company.” (This press release is available at www.turnit.se or directly by linking to http://www.turnit.se/uttalande_fran_turnits_styrelse_med_anledning_av_ offentligt_erbjudande_fran_nocom.asp) The Sveriges Aktiesparares Riksförbund, Aktiespararna, also recommended acceptance of the Nocom merger offer to its members. They issued a press release on February 22, 2005 stating: ”The merger offer to TurnIT is justified by the fact that this allows Nocom to create significant commercial advantages within the distribution of software products and hardware accessories. The merger of the distribution operations from both companies creates a larger, more robust organization that benefits the owners of TurnIT. This also applies to the service and hosting operations, which complement each other, and offer greater business opportunities.” (This press release is available at www.aktiespararna. or directly by linking to http://www.aktiespararna.se/press/pressmeddelanden/acceptera_nocoms_bud_p _turnit_och_iar_s.asp)