SSH Communications Security Corporation | Inside Information | October 21, 2025 at 15:30:00 EEST
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE, OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
SSH Communications Security Oyj ("SSH" or the "Company") and Leonardo S.p.A. ("Leonardo") have on 1 July 2025 entered into an investment agreement ("Investment Agreement"), whereby the parties have agreed on their future strategic cooperation and the terms on which Leonardo will make an investment in the Company by subscribing for new shares in the Company (the "Transaction").
Leonardo has obtained confirmation from the Ministry of Economic Affairs and Employment of Finland for the Transaction and the other conditions precedents of the Transaction have been fulfilled, as a result of which SSH and Leonardo proceeded with the execution of the Transaction in accordance with the Investment Agreement.
The Board of Directors of the Company has today, on 21 October 2025, resolved on a directed share issue to Leonardo in deviation from the shareholders' pre-emptive subscription rights (the "Share Issue"). The resolution on the Share Issue is based on the authorization given by the Extraordinary General Meeting on 7 August 2025.
In the Share Issue, it was resolved to offer Leonardo a total of 13,333,333 new shares (the "New Shares") at a subscription price of EUR 1.50 per New Share, i.e. the subscription price is in total approx. EUR 20,000,000. The final results of the Share Issue show that Leonardo has subscribed for and paid for all 13,333,333 New Shares offered, corresponding to 100 percent of the New Shares offered. As a result of the Share Issue the total number of the shares in the Company is 54,301,364.
The New Shares are intended to be registered with the Trade Register on or about 24 October 2025. The New Shares are intended to be admitted to trading on the official list of Nasdaq Helsinki Ltd as soon as possible after the registration of the New Shares.
The planned strategic cooperation between SSH and Leonardo will be established through a separate agreement between the parties (the "Strategic Cooperation Agreement"). The Strategic Cooperation Agreement was entered into on 1 July 2025, but has become effective today, on 21 October 2025, as a part of the execution of the Transaction.
In addition, in accordance with the amendment to the Articles of Association approved by the Extraordinary General Meeting of the Company on 7 August 2025, each shareholder holding more than 20 per cent of the Company's outstanding shares is entitled to appoint one member to the Board of Directors. As a result of the completion of the Share Issue, Leonardo will hold 24.55 percent of the Company's outstanding shares, once the new shares have been registered with the Finnish Trade Register. Therefore, Leonardo has appointed Francesco Di Sandro as a member of the Board of Directors of the Company. This appointment will take effect once the amended Articles of Association of the Company and the new shares subscribed by Leonardo have been registered with the Finnish Trade Register.
Francesco Di Sandro
Senior Vice President, Strategy - Cyber & Security Solutions Division, Leonardo S.p.A.
After 15 years in strategy and business development roles of increasing responsibility, Di Sandro (b. 1982) joined Leonardo S.p.A.'s Cyber & Security Solutions Division in October 2023 to drive its strategic repositioning and growth in line with Leonardo group's ambitions in the sector. He leads the development of the Division's long-term vision and key initiatives, M&A, and strategic partnerships. Over the years, he has served as a board member in several companies and contributed to think tanks, academic programs, and institutional forums.
Di Sandro holds a Ph.D. in Law & Economics and an international LL.M. from Erasmus University Rotterdam, Ghent University, and the University of Bologna, and graduated with honors in Law & Economics from LUISS University in Rome.
SSH Communications Security
Board of Directors
For further information
Rami Raulas, CEO, tel. +358 50 331 1741
Michael Kommonen, CFO, tel. +358 40 183 5836
Markku Karppi, General Counsel, tel. +358 50 586 0552
Distribution:
Nasdaq Helsinki Ltd.
Major media
www.ssh.com
About SSH
SSH is a leading defensive cybersecurity company that secures communications between humans, systems, and networks. We specialize in Zero Trust Privileged Access Controls and Quantum Safe Network Security. Our customers include a diverse range of enterprises, from multiple Fortune 500 companies to SMBs across various sectors such as Finance, Retail, Technology, Industrial, Healthcare, and Government. 25% of Fortune 100 companies rely on SSH's solutions.?Recent strategic focus has expanded SSH business to Defence, Critical Infrastructure Operators, Manufacturing OT Security and Public Safety.
Leonardo S.p.A invests 20.0 million EUR in SSH, becoming the largest shareholder of the company. SSH solutions form a Center of Excellence for Zero Trust privileged access management and quantum-safe network encryption in Leonardo - a global industrial group that creates multi-domain technological capabilities in the Aerospace, Defence and Security sector with 17.8 billion EUR revenue in 2024. SSH company's shares (SSH1V) are listed on Nasdaq Helsinki. www.ssh.com.
About Leonardo
Leonardo is an international industrial group, among the main global companies in Aerospace, Defence, and Security (AD&S). With 53,000 employees worldwide, the company approaches global security through the Helicopters, Electronics, Aircraft, Cyber & Security and Space sectors, and is a partner on the most important international programmes, within these sectors, such as Eurofighter, NH-90, FREMM, GCAP, and Eurodrone. Leonardo has significant production capabilities in Italy, the UK, Poland, and the USA. Leonardo utilises its subsidiaries, joint ventures, and shareholdings, which include Leonardo DRS (72.3%), MBDA (25%), ATR (50%), Hensoldt (22.8%), Telespazio (67%), Thales Alenia Space (33%), and Avio (29.6%). Listed on the Milan Stock Exchange (LDO), in 2023 Leonardo recorded new orders for €17.9 billion, with an order book of €39.5 billion and consolidated revenues of €15.3 billion. included in the MIB ESG index, the company has also been part of the Dow Jones Sustainability Indices (DJSI) since 2010
Important information
This announcement is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia, ("United States")), Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of SSH in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or any other state or jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. In connection with the Share Issue, the Company has prepared an exemption document in accordance with Article 1, Section (5), Subsection ba) of the Prospectus Regulation. The exemption document has been prepared in accordance with the requirements of Annex IX to the Prospectus Regulation. The exemption document does not constitute a prospectus under the Prospectus Regulation and will neither be reviewed nor approved by the Finnish Financial Supervisory Authority.
The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Share Issue.
In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, Relevant Persons. Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of shares under the Share Issue is being made in the United States, Finland or elsewhere.
This announcement has been issued by, and is the sole responsibility of, SSH.
The distribution of this announcement and the offering of the securities referred to herein in certain jurisdictions may be restricted by law. No action has been taken by SSH or any of its respective affiliates that would, or which is intended to, permit an offering of the securities in any jurisdiction or result in the possession or distribution of this announcement or any other offering or publicity material relating to the securities in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by SSH to inform themselves about, and to observe, such restrictions.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in SSH. Any investment decision to buy shares in SSH must be made solely on the basis of publicly available information.
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor's option with respect to the Share Issue or SSH. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
This announcement contains (or may contain) certain forward-looking statements with respect to certain of SSH's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.
The information contained in this announcement is subject to change without notice and, except as required by applicable law, SSH does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of SSH for the current or future financial years will necessarily match or exceed the historical or published earnings of SSH.
As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.
