WithSecure Corporation | Stock Exchange Release | 6 October 2025 at 21:45 EEST
WithSecure Corporation: Notice pursuant to the Finnish Securities Market Act, Chapter 9, Section 10
WithSecure Corporation has received an announcement from CVC Growth Partners II GP Limited on 6 October 2025, in accordance with the Finnish Securities Market Act Chapter 9, Section 5.
According to the announcement, the total number of shares and votes held by CVC Growth Partners II GP Limited through Diana BidCo Oy increased to above five (5) per cent and, together with the shares and voting rights held through financial instruments (shares and votes held by Mr Risto Siilasmaa acting in concert with CVC Growth Partners II GP Limited), the shares and votes represent 39.56 per cent of the total number of votes of WithSecure Corporation on 6 October 2025.
Total position of CVC Growth Partners II GP Limited subject to the notification obligation:
| % of shares and voting rights (total of 7.A) | % of shares and voting rights through financial instruments (total of 7.B) | Total of both in % (7.A + 7.B) | Total number of shares and voting rights of issuer | |
| Resulting situation on the date on which threshold was crossed or reached | 5.43 | 34.13 | 39.56 | 176 098 739 |
| Position of previous notification (if applicable) | - | - | - | - |
Notified details of the resulting situation on the date on which the threshold was crossed or reached:
A: Shares and voting rights:
| Class/type of shares ISIN code | Number of shares and voting rights | % of shares and voting rights | ||
| Direct (SMA 9:5) | Indirect (SMA 9:6 and 9:7) | Direct (SMA 9:5) | Indirect (SMA 9:6 and 9:7) | |
| FI4000519228 | 9 569 424 | 5.43 | ||
| SUBTOTAL A | 9 569 424 | 5.43 | ||
B: Financial Instruments according to SMA 9:6a:
| Type of financial instrument | Expiration date | Exercise/ Conversion Pe-riod | Physical or cash settlement | Number of shares and voting rights | % of shares and voting rights |
| Tender offer con-sortium agree-ment | Share delivery through ac-ceptance of ten-der offer | 60 101 079 | 34.13 | ||
| YHTEENSÄ B | 60 101 079 | 34.13 |
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
| Name | % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both |
| CVC Growth Partners II GP Limited | |||
| CVC Growth Partners II L.P. | |||
| Diana Master TopCo Lux S.à r.l. | |||
| Diana TopCo Lux S.à r.l. | |||
| See below for additional information |
Additional information:
Section 8 (listing of chain of control continues):
Diana TopCo Oy
Diana MidCo Oy
Diana BidCo Oy 5.43% of shares, 34.13% of shares through financial instruments, 39.56% total of both.
Information concerning the investor consortium:
Diana Master TopCo Lux S.à r.l. (“CVC Investor”), owned by CVC Growth II Funds which forms part of the CVC Capital Partners network, and Risto Siilasmaa have formed a consortium for the public tender offer for the shares of WithSecure Oyj. Diana BidCo Oy is a company established for the purpose of making the public tender offer and it is currently indirectly owned by Diana TopCo Lux S.à r.l. Diana BidCo Oy has acquired a total of 9 569 424 shares in WithSecure Oyj through transactions made on 3 October 2025. According to the agreement between the consortium members, Risto Siilasmaa has unconditionally and irrevocably committed to sell all of his shares in WithSecure Oyj to Diana BidCo Oy in connection with the tender offer, subject to certain termina-tion rights. As the consortium members are acting in concert in making the public tender offer, the shares owned by Risto Siilasmaa are notified in this flagging notification as holdings based on a financial instrument. The shares owned by Risto Siilasmaa will be transferred to Diana BidCo Oy if the public tender offer announced on 8 August 2025 is completed.