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| Land | Finland |
|---|---|
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| Sektor | Informationsteknik |
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SSH Communications Security Corporation | Inside Information | July 01, 2025 at 08:30:00 EEST
SSH Communications Security Oyj (“SSH”), a leading defensive cybersecurity company for humans, systems, and networks, announces its intention to enter into a strategic partnership with Leonardo S.p.A. (“Leonardo”), a global key player in aerospace, defence, and security. The partnership is supported by a financial investment agreement (the “Investment Agreement”) pursuant to which SSH would issue in aggregate 13,333,333 new shares by way of a directed share issue with the subscription price of EUR 1.50 per share to Leonardo (the “Leonardo Share Issue”), thereby raising approximately EUR 20,000,000.
Leonardo Share Issue
The subscription price of the Leonardo Share Issue would be EUR 1.50 per share, representing a 49.6% premium over the five-day volume-weighted average share price of SSH as of June 30, 2025 at Nasdaq Helsinki. The Leonardo Share Issue would consist of an aggregate of 13,333,333 new shares in the company, issued to Leonardo. Upon completion of the Leonardo Share Issue, the total number of shares in SSH would amount to 54,301,364, resulting in an ownership stake of 24.55% for Leonardo. Following completion of the Leonardo Share Issue, Leonardo will become the largest shareholder of SSH. The current largest owner, Accendo Capital, with currently 27.66% of the shares, will become the second largest owner with 20.87% after the completion of the Leonardo Share Issue.
Pursuant to the terms of the Investment Agreement, the key conditions for completion of the Leonardo Share Issue are:
- the extraordinary general meeting of SSH having authorised the Board of Directors to decide on issuing of shares for the purposes of the Leonardo Share Issue;
- the extraordinary general meeting of SSH having approved an amendment of SSH’s articles of association to the effect that:
- the number of members of the Board of Directors is between five and nine,
- five members of the Board of Directors are elected by the general meeting of the company, and up to four members may be appointed to the Board of Directors so that each shareholder holding more than 20 percent of SSH’s outstanding shares is entitled to appoint one member to the Board of Directors;
- Leonardo, pursuant to the Finnish Act on the Monitoring of Foreign Corporate Acquisitions (172/2012, as amended), obtaining a confirmation (on terms satisfactory to Leonardo) or a decision to not consider the application or notification from the Ministry of Economic Affairs and Employment of Finland, or a confirmation (on terms satisfactory to Leonardo) of the government’s plenary session in relation to the transactions contemplated by the Leonardo Share Issue; and
- other customary conditions precedent to this kind of an investment.
The Leonardo Share Issue is not conditional on any external financing being obtained.
Simultaneously with the Investment Agreement, Leonardo has entered into a ROFO and ROFR agreement with the current largest shareholders in SSH, Accendo Capital and Mr. Tatu Ylönen (the “ROFO and ROFR Agreement”). Pursuant to the ROFO and ROFR Agreement, Leonardo has a right of first offer in case Accendo Capital and/or Mr. Tatu Ylönen contemplates selling any shares in SSH. In addition, pursuant to the ROFO and ROFR Agreement, Leonardo has also a right of first refusal in case Accendo Capital and/or Mr. Tatu Ylönen receives an offer from any third-party to buy any shares in SSH. Leonardo’s right of first refusal is not applicable in case of a public tender offer to acquire shares in SSH. The completion of the Leonardo Share Issue is a condition for the entry into force of the ROFO and ROFR Agreement.
Statement from SSH’s Board of Directors concerning the Leonardo Share Issue
The board of directors of SSH (the “Board of Directors”) has made an overall assessment and carefully considered the possibility to raise capital through a rights issue with preferential rights for SSH’s existing shareholders. The Board of Directors considers that the reasons for deviating from the shareholders preferential rights are (i) that the contemplated Strategic Partnership Agreement (as defined below) between SSH and Leonardo would offer SSH attractive business opportunities which might not otherwise be available to SSH, and the Strategic Partnership Agreement is conditional on the Leonardo Share Issue being consummated, (ii) a rights issue would take a significantly longer time to complete and entail a higher risk for an adverse effect on the share price and (iii) the subscription price of the Leonardo Share Issue represents a 49.6% premium over the five-day volume-weighted average share price of SSH and a 44.6% premium over the twenty-day volume-weighted average share price of SSH as of June 30, 2025 at Nasdaq Helsinki. Considering the above, the Board of Directors has made the assessment that a directed share issue with deviation from the shareholders’ preferential rights is the most favourable alternative for SSH to finance its operations, create value for SSH and is in the best interests of SSH’s shareholders. The Board of Directors thus considers that the reasons outweigh the main rule that new share issues are to be carried out with preferential rights for the shareholders.
Strategic Partnership
The planned strategic partnership between SSH and Leonardo would be established through a separate agreement between the parties (the “Strategic Partnership Agreement”). Under the Strategic Partnership Agreement, SSH becomes the key partner for Leonardo’s Zero Trust Privileged Access Management and Quantum-Safe network encryption.
The Strategic Partnership Agreement would grant Leonardo exclusive worldwide (excluding the Nordic countries) rights to offer capabilities for defence and governments -including NATO, European Union institutions, bodies and agencies, police & intelligence agencies and critical infrastructures, where SSH’s modern, innovative PrivX and NQX solutions would be embedded in Leonardo’s offering for comprehensive Zero Trust Project and Security Services.
“This is great development and a major milestone for SSH. Through the strategic partnership with Leonardo and the related share issue, SSH is getting a solid industrial major shareholder whose own key market area is increasingly requiring more cyber security solutions. The partnership makes it possible for SSH to address and penetrate the fast-growing cyber security market within the defence sector in a totally different way compared to before. We have been focusing as the main owner on finding a way for SSH to drive for new meaningful growth from growing market areas, of which the defence sector is one of the most interesting at the moment. We are extremely happy to have Leonardo as strategic partner for SSH, and we see potential through this partnership for both companies” says Henri Österlund, the Chairman of the Board of Directors for SSH, and simultaneously the Founding Partner for Accendo Capital.
“We are excited to enter this strategic partnership for the fast-growing cyber security market. SSH’s PrivX and NQX have already proven their value as innovative and advanced and modern Zero Trust Privileged Access Management and future-proof Quantum Safe Network Security solutions. By integrating the offering with Leonardo’s strong presence in the Defence, Aerospace & Space and Critical Infrastructures markets we expect to realise significant synergies and generate new business opportunities. SSH has been at the forefront of encryption and is a leader in the transition to Quantum Safe PQC encryption across its solutions,” says SSH CEO Rami Raulas.
“Cybersecurity represents one of the strategic development areas of our industrial plan. With this acquisition, Leonardo increases its portfolio in an international perspective, positioning itself as a reference point to lead the Zero Trust revolution in Europe. The agreement combines SSH's technological expertise with Leonardo's technologies and solutions, advanced assets and services, and domain-specific knowledge. In an environment where threats evolve rapidly and regulations become more stringent, organisations increasingly need advanced future-proof solutions,” states Roberto Cingolani, Chief Executive Officer and General Manager of Leonardo.
SSH is pursuing significant commercial opportunities in close collaboration with Leonardo. These initiatives are specifically aimed at enhancing the protection of critical infrastructures, a field of paramount importance.
The Strategic Partnership Agreement has been signed, but the completion of the Leonardo Share Issue is a condition for the entry into force of the Strategic Partnership Agreement.