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Redemption of Minority Shareholders and Delisting of Trifork A/S

Redemption of Minority Shareholders and Delisting of Trifork A/S

Message No. 11/2014

AARHUS, Denmark, Feb. 26, 2014 (GLOBE NEWSWIRE) -- Trifork A/S today, from
Trifork Holding AG, has received the attached notice of redemption of the
minority shareholders.

As an effect of this notice, Trifork A/S at the same time will apply for a
delisting from NASDAQ OMX Copenhagen. If this is granted the last day of
trading of the Trifork A/S share on NASDAQ OMX will be on March 26, 2014.

Kind regards,

Board of Directors

Trifork A/S

  __________________________________________________________________________

             Notice of redemption of the minority shareholders of

                                 Trifork A/S

                              (CVR no. 20921897)

            pursuant to sections 70-72 of the Danish Companies Act

Following completion of a mandatory public tender offer announced on 20
January 2014 (the "Tender Offer"), which was prepared in accordance with
executive order no. 221 of 10 March 2010 on takeovers etc., Trifork Holding AG
owns 94.4 per cent of the share capital and voting rights in Trifork A/S as
published in the announcement released on 18 February 2014. As a result,
Trifork Holding AG has determined to redeem the Trifork A/S shares held by the
remaining shareholders of Trifork A/S pursuant to sections 70-72 of the Danish
Companies Act.

The shareholders of Trifork A/S are therefore encouraged to transfer their
shares in the company to Trifork Holding AG within a four-week period expiring
on 26 March 2014

The shares will be transferred to Trifork Holding AG at a price of DKK 13.60
per share of DKK 1 nominal value each, and payment will be made in cash. The
price offered equals the price paid by Trifork Holding AG to the shareholders
having accepted the Tender Offer against cash compensation.

All shares transferred to Trifork Holding AG in accordance with this notice
must be free and clear of all charges or encumbrances of every nature and kind
whatsoever.

Any shareholder who wishes to transfer shares to Trifork Holding AG should
request its depositary bank to arrange for an acceptance of the transfer of
the shares is submitted to:

Sydbank A/S

Peberlyk 4

DK-6200 Aabenraa, Denmark

Payment of the transferred shares will be made in cash through the bank at
which the shares are held in a custody account 4 banking days after the expiry
of the aforesaid four-week period (Wednesday, 26 March 2014). Enclosed is a
form that shall be used in connection with the transfer of the shares
(available in Danish only).

As the redemption price equals the consideration paid to tendering
shareholders accepting cash compensation under the Tender Offer, the
redemption price is deemed fair and equitable under applicable tender offer
legislation. If, however, a minority shareholder disagrees with the redemption
price, such shareholder may, pursuant to Section 70(2) of the Danish Companies
Act, request that the redemption price be determined by an expert who shall be
appointed by the court of the jurisdiction of Trifork A/S' registered office.
The expert will determine the redemption price in accordance with the
provisions of section 67(3) of the Danish Companies Act.

If the valuation made by the expert under section 67(3) of the Danish
Companies Act results in a higher redemption price than the price offered by
Trifork Holding AG, such redemption price will also apply to all other
shareholders whose shares are being redeemed and who have not requested a
valuation. Any costs associated with an expert determination of the redemption
price shall be borne by the shareholder requesting such determination, except
that the court may impose the costs in whole or in part on Trifork Holding AG
if the expert determination leads to a higher redemption price than that
offered by Trifork Holding AG.

Minority shareholders that have not transferred their shares to Trifork
Holding AG upon expiration of the 4-week period described above will be
requested through an announcement in the it-system of the Danish Business
Authority ("Erhvervsstyrelsen") to transfer their shares to Trifork Holding AG
pursuant to section 72 of the Danish Companies Act within a period of three
months. If the shareholders do not transfer their shares prior to the expiry
of the three-month period, the shares will be effectively redeemed and will be
registered in the name of Trifork Holding AG. At the same time, the redemption
amount will be deposited by Sydbank A/S in pursuance of Act No. 29 of 16
February 1932 on Debtors' Right of Discharge by Deposit.

                 Schindellegi, Switzerland, 26 February 2014

                              Trifork Holding AG

  __________________________________________________________________________

                  Statement from the Board of Directors of

                                 Trifork A/S

                              (CVR no. 20921897)

                        On the terms of the redemption

The Board of Directors of Trifork A/S has received and reviewed the above
notice of redemption from Trifork Holding AG in order to make this statement,
cf. section 70(2) of the Danish Companies Act. The resolved redemption is on
the same terms, including the same price, as offered by Trifork Holding AG in
its completed Tender Offer. In the opinion of the Board of Directors the
general terms of the redemption are thus in line with customary practice for
the redemption of shareholders in connection with tender offers on Danish
companies.

Kind regards,

Board of Directors

Trifork A/S

About Trifork

Trifork was founded in 1996 and in 2007 listed on NASDAQ OMX in Copenhagen. It
is an innovative software development company focusing on Mobile, Agile and
Cloud.It develops and delivers business critical IT systems for several
sectors including finance, healthcare, government, manufacturing and
telecom.Trifork employs 265 people in 12 offices in Aarhus, Copenhagen,
Esbjerg, London, Zürich, Amsterdam, Krakow, Budapest, Stockholm and San
Francisco. At the end of 2013 Trifork had a market value at DKKm 245 / EUR
33M, with a turnover in 2012 of DKKm 223 / EURm 30.

Trifork A/S

Margrethepladsen

DK-8000 Aarhus C, Denmark

CVR-no. 20921897

ISIN DK0060102887

Shortname: TRIFOR

Phone: +45 8732 8787

Fax: +45 8732 8788

Contact:

CEO, Joern Larsen

Direct: +41 79 430 9697

E-mail: jla@trifork.com

Attachments:

Acceptblanket tvangsindløsning_26022014.pdf
 
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