Diana BidCo Oy commences the voluntary recommended public cash tender offer for all the shares in WithSecure Corporation on 20 August 2025

As announced on 8 August 2025, Diana Master TopCo Lux S.à r.l. (the “CVC Investor”), which forms a part of the CVC Capital Partners network, and Risto Siilasmaa, the founder and the Chair of the Board of Directors of WithSecure Corporation, have formed a consortium (the “Consortium”) for the purposes of the voluntary recommended public cash tender offer for all of the issued and outstanding shares in WithSecure Corporation (the “Company” or “WithSecure”) that are not held by WithSecure or any of its subsidiaries (the “Shares” or, individually, a “Share”) (the “Tender Offer”) made by Diana BidCo Oy (the “Offeror”), a private limited liability company incorporated under the laws of Finland. The Offeror and WithSecure have on 8 August 2025 entered into a combination agreement (the “Combination Agreement”) pursuant to which the Offeror will make the Tender Offer.

The Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the Tender Offer (the “Tender Offer Document”). The offer period for the Tender Offer will commence on 20 August 2025 at 9:30 a.m. (Finnish time) and expire on 1 October 2025 at 4:00 p.m. (Finnish time), unless the offer period is extended in accordance with the terms and conditions of the Tender Offer (the “Offer Period”). The Tender Offer is currently expected to be completed during the fourth quarter of 2025. The Offeror may extend the Offer Period in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations, to the extent necessary in order to satisfy the conditions to completion of the Tender Offer, including, among others, the receipt of the relevant regulatory approvals. Any possible extension of the Offer Period will be announced by a stock exchange release.

The Finnish language version of the Tender Offer Document will be available on the internet at https://www.withsecure.com/fi/about-us/investor-relations/suositeltu-kateisostotarjous and https://danskebank.fi/withsecure as of 19 August 2025. The English language translation of the Tender Offer Document will be available on the internet at https://www.withsecure.com/en/about-us/investor-relations/recommended-cash-offer and https://danskebank.fi/withsecure-en as of 19 August 2025.

The offer price is EUR 1.70 in cash for each Share validly tendered in the Tender Offer (the “Offer Price”). The Offer Price is subject to any adjustments set out below.

The Offer Price has been determined based on 175,847,294 issued and outstanding Shares. Should the Company change the number of its Shares as a result of a new issue, reclassification, stock split (including a reverse split) or any other similar transaction with dilutive effect, or should the Company distribute any dividends or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing occurs prior to any settlement of the Tender Offer, the Offer Price payable by the Offeror shall be adjusted accordingly on a euro-for-euro basis.

The Board of Directors of WithSecure, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend in its statement issued pursuant to the Finnish Securities Markets Act (746/2012, as amended) and the Helsinki Takeover Code issued by the Finnish Securities Market Association (the “Helsinki Takeover Code”) that the shareholders of WithSecure accept the Tender Offer. The Board of Directors of WithSecure has received a fairness opinion, dated 7 August 2025, from WithSecure’s financial adviser, DNB Carnegie Investment Bank AB, Finland Branch, to the effect that, as of the date of such fairness opinion, the Offer Price to be paid to the shareholders of WithSecure pursuant to the Tender Offer was fair, from a financial point of view, to such shareholders. The fairness opinion was based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as further described in such fairness opinion. The complete fairness opinion is attached as Appendix 1 to the statement by the Board of Directors of WithSecure, issued on 15 August 2025, and attached as Annex C to the Tender Offer Document.

Certain shareholders of WithSecure, i.e., Varma Mutual Pension Insurance Company and Ilmarinen Mutual Pension Insurance Company, representing approximately 6.13 percent of all Shares in WithSecure, have irrevocably undertaken to accept the Tender Offer. These irrevocable undertakings may be terminated, among other terms, in the event that the Offeror withdraws the Tender Offer, or in the event that a competing offer is announced by a third party with a value at least 15 percent higher than the value of the Tender Offer, the Offeror does not match or exceed the consideration offered in such competing offer within a certain period of time, and the Company’s Board of Directors has withdrawn its prior recommendation of the Tender Offer.

Risto Siilasmaa has entered into a joint bidding agreement with the CVC Investor (the “Joint Bidding Agreement”), pursuant to which Risto Siilasmaa has irrevocably and unconditionally undertaken to sell his Shares, representing approximately 34.18 percent of the Shares in the Company, to the Offeror in connection with the Tender Offer, subject to certain termination rights. The irrevocable undertaking of Risto Siilasmaa will terminate, if the Tender Offer has not been completed in twelve (12) months from the date of the Combination Agreement, unless the offer period is extended due to pending regulatory approvals. Risto Siilasmaa is entitled to withdraw his undertaking if the transaction lapses or the Tender Offer is withdrawn in accordance with its terms, the Consortium members agree in writing to terminate their Joint Bidding Agreement including the irrevocable undertaking, the Offeror makes a public written announcement of its intention not to pursue the transaction, or either of the members of the Consortium has become legally incapacitated for any reason or been declared insolvent or bankrupt.

In total, Risto Siilasmaa’s undertaking and the other irrevocable undertakings represent approximately 40.31 percent of all the Shares in WithSecure.

The completion of the Tender Offer is, in accordance with the terms and conditions of the Tender Offer, subject to the fulfilment or waiver by the Offeror of certain customary conditions on or prior to the date of the Offeror’s announcement of the final result of the Tender Offer. These include, among others, the receipt of necessary regulatory approvals as specified in the Combination Agreement and that the Tender Offer has been validly accepted with respect to Shares representing, together with any other Shares otherwise acquired by the Offeror prior to or during the Offer Period, more than ninety (90) percent of the Shares and voting rights in the Company calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act (624/2006, as amended) governing the right and obligation to commence compulsory redemption proceedings.

Most Finnish account operators will send a notice regarding the Tender Offer and related instructions to those who are registered as shareholders in the shareholders’ register of WithSecure maintained by Euroclear Finland. Those shareholders of WithSecure who do not receive such instructions from their account operator or asset manager should first contact their account operator or asset manager and can subsequently contact Danske Bank A/S, Finland Branch (“Danske Bank”) by sending an email to withsecure-offer@danskebank.com, where such shareholders of WithSecure can receive information on submitting their acceptance of the Tender Offer or, if such shareholders are U.S. residents or located within the United States, they may contact their brokers for necessary information.

Those shareholders of WithSecure whose Shares are nominee-registered, and who wish to accept the Tender Offer, must effect such acceptance in accordance with the instructions given by the custodian of the nominee-registered shareholders. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of WithSecure.

A shareholder of WithSecure who is registered as a shareholder in the shareholders’ register of WithSecure and wishes to accept the Tender Offer must submit the properly completed and duly executed acceptance to the account operator managing the shareholder’s book-entry account in accordance with the instructions and within the time period set by the account operator, which may be prior to the expiry of the Offer Period. The Offeror reserves the right to reject or approve, in its sole discretion, any acceptances that have been submitted in an incorrect or incomplete manner.

The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period). In connection with the announcement of such preliminary result, it will be announced whether the Tender Offer will be completed subject to the conditions to completion of the Tender Offer being fulfilled or waived on the date of the final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3rd) Finnish banking day following the expiration of the Offer Period at the latest. In connection with the announcement of the final result, the percentage of the Shares that have been validly tendered and accepted in the Tender Offer, and that have not been validly withdrawn, will be confirmed.

The Offeror reserves the right to acquire Shares during and/or after the Offer Period (including any extension thereof and any subsequent offer period) in public trading on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) or otherwise.

The terms and conditions of the Tender Offer are enclosed in their entirety to this stock exchange release (Appendix 1).

The Offeror has appointed Goldman Sachs International as financial adviser, Danske Bank A/S, Finland Branch as arranger, and Roschier, Attorneys Ltd. and Latham & Watkins LLP as legal advisers in connection with the Tender Offer. WithSecure has appointed DNB Carnegie Investment Bank AB, Finland Branch as financial adviser and Castrén & Snellman Attorneys Ltd as legal adviser in connection with the Tender Offer.

Investor and Media enquiries:

WithSecure

Laura Viita
VP, Controlling, investor relations and sustainability
Tel. +358 50 487 1044
investor-relations@withsecure.com

The Consortium

Nick Board
Director, Communications at CVC
Tel. +44 20 7420 9162
nboard@cvc.com

For further information, please visit the dedicated website at: https://www.withsecure.com/en/about-us/investor-relations/recommended-cash-offer and https://danskebank.fi/withsecure-en

Distribution:
Nasdaq Helsinki Ltd
Principal media

ABOUT THE CONSORTIUM

The CVC Investor and Risto Siilasmaa form the Consortium for the purposes of the Tender Offer. As at the date of this announcement, the Offeror is indirectly owned by Diana TopCo Lux S.à r.l., which is a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg. Diana TopCo Lux S.à r.l. was incorporated as an indirect parent company for the Offeror and is currently owned by the CVC Investor. It is expected that immediately after the completion of the Tender Offer and the cash investments to be made by the Consortium members, the CVC Investor will own approximately 73 percent and Risto Siilasmaa approximately 27 percent of the shares in Diana TopCo Lux S.à r.l..

ABOUT WITHSECURE

WithSecure, formerly F-Secure Business, is a European cyber security partner trusted by businesses and IT service providers worldwide, delivering outcome-based cyber security solutions that help businesses stay ahead of modern cyber threats. Boasting more than 35 years of industry experience, WithSecure has built its award-winning portfolio of Elements Cloud to navigate the paradigm shift from reactive to proactive cyber security and Cloud Protection for Salesforce to protect Salesforce users from malware and phishing threats. Committed to European digital sovereignty, WithSecure prioritizes European Way of data protection, privacy and regulatory compliance, which have become critical differentiators in the global cyber security market. In alignment with its commitment to collaborative growth, WithSecure empowers its customer and partner ecosystem through flexible commercial models, ensuring mutual success across the dynamic cyber security landscape. WithSecure was founded in 1988, and it is listed on the official list of Nasdaq Helsinki.

IMPORTANT INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for shareholders of WithSecure in the United States

Shareholders of WithSecure in the United States are advised that the Shares are not listed on a U.S. securities exchange and that WithSecure is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Tender Offer will be made for the issued and outstanding shares of WithSecure, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act, for a Tier II tender offer, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.

You should note that the Offeror’s ability to waive the conditions to the Tender Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, are not the same under a tender offer governed by Finnish law as under a tender offer governed by U.S. law. U.S. shareholders are encouraged to consult with their own advisors regarding the Tender Offer. In particular, the Offeror may waive conditions to the Tender Offer without offering withdrawal rights, to the extent not required by applicable law.

The Tender Offer is made to WithSecure’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of WithSecure to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to WithSecure’s other shareholders.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this stock exchange release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of WithSecure of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of WithSecure, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional advisers immediately regarding the tax and other consequences of accepting the Tender Offer.

To the extent the Tender Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of Shares and will not give rise to claims on the part of any other person. It may be difficult for WithSecure’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Offeror and WithSecure are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. WithSecure shareholders may not be able to sue the Offeror or WithSecure or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and WithSecure and their respective affiliates to subject themselves to a U.S. court’s judgment.

Forward-looking statements

This release contains statements that, to the extent they are not historical facts, constitute “forward-looking statements”. Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release.

Disclaimer

Goldman Sachs International, which is authorized in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to the Offeror and no-one else in connection with the Tender Offer and the matters set out in this announcement. Neither Goldman Sachs International nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than the Offeror for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the Tender Offer or any matters referred to in this announcement.

Danske Bank A/S is authorised under Danish banking law. It is subject to supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a private, limited liability company incorporated in Denmark with its head office in Copenhagen where it is registered in the Danish Commercial Register under number 61126228.

Danske Bank A/S (acting via its Finland Branch) is acting as arranger for the benefit of the Offeror and no other person in connection with these materials or their contents. Danske Bank A/S will not be responsible to any person other than the Offeror for providing any of the protections afforded to clients of Danske Bank A/S, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person’s liability for fraud, Danske Bank A/S, nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient) in connection with the Tender Offer.

DNB Carnegie Investment Bank AB, which is authorised and regulated by the Swedish Financial Supervisory Authority (Finansinspektionen), is acting through its Finland Branch (“DNB Carnegie”). The Finland branch is authorized by the Swedish Financial Supervisory Authority and subject to limited regulation by the Finnish Financial Supervisory Authority (Finanssivalvonta). DNB Carnegie is acting exclusively for WithSecure and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither DNB Carnegie nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than WithSecure for providing the protections afforded to clients of DNB Carnegie, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.

Appendix 1: Terms and conditions of the Tender Offer