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Randstad makes recommended cash offer to Proffice shareholders

The class B shares of Proffice are admitted to trading on Nasdaq Stockholm, Mid Cap. 

• Randstad offers SEK 25.00 in cash per share in Proffice, regardless of class. The total offer value for all outstanding shares in Proffice amounts to SEK 1,648m.

• The Offer represents a premium of: 

o 25.63 per cent to the closing price of SEK 19.90 of Proffice’s class B shares on Nasdaq Stockholm on 

27 November 2015, the last trading day before the announcement of the Offer

o 31.21 per cent to the volume-weighted average share price of Proffice’s class B shares on Nasdaq Stockholm during the last three months prior to 30 November 2015 and

o 26.56 per cent to the volume-weighted average share price of Proffice’s class B shares on Nasdaq Stockholm during the last six months prior to 30 November 2015. 

• The Board of Directors of Proffice unanimously recommends Proffice’s shareholders to accept the Offer. The recommendation is supported by a fairness opinion provided by Nordea.

• CapMan Public Market Investment S.&agrave r.l., Nordea’s funds and Carnegie’s funds, representing in aggregate 33.8 per cent of the shares and 47.6 per cent of the votes in Proffice, have irrevocably undertaken to accept the Offer.

• The Offer implies a ratio of approximately 15.0 times Enterprise Value to EBITA last twelve months of Proffice. 

• The acceptance period is expected to commence around 16 December 2015 and end around 13 January 2016. Settlement is expected to begin around 21 January 2016.

Offer rationale

Randstad Holding is the world’s second-largest HR services provider with operations in 38 countries. Randstad Holding entered the Nordic region 15 years ago and delivers a comprehensive range of services in Denmark, Sweden and Norway. With revenues of SEK 3,932m last twelve months[1] and around 10,000 employees, Proffice is one of the largest providers in the Nordics within staffing, recruitment and outplacement.

A combination of Proffice and Randstad Holding’s Nordic operations would create the third largest HR services provider in the Nordic region, and the number 2 in Sweden, which aligns with Randstad Holding’s strategy to focus on creating leading positions in the markets in which we operate. In addition, Proffice has over 30 per cent of its revenue coming from professionals, which is in line with Randstad Holding’s ambition to increase its presence in this field.

Randstad values the competence that the Proffice management team and other employees possess, and intend to continue to safeguard the excellent relationship that Proffice has to its employees. With Randstad’s knowledge of Proffice and current market conditions, Randstad does not foresee that the implementation of the Offer would involve any material changes for management and employees (including terms of employment) or for the employment and operations on the locations where Proffice conducts business.

Jacques van den Broek, CEO of Randstad Holding, commented: “We are excited about the opportunity to become a leading player in the Nordic region. Proffice is an outstanding company with experienced and dedicated people, and a good strategic fit for Randstad. Given our ambition in professionals, we highly value Dfind’s proposition in this deal. I’m sure that we will be stronger together and that the combination will provide increased opportunities for our employees to grow and develop. By sharing best practices and leveraging the cross-selling potential, we will be well-positioned to offer our clients a complete portfolio of services.”

Cecilia Daun Wennborg, chairman of the Board of Directors of Proffice, comments as follows: “Randstad Holding is a well-regarded successful international HR services provider. The Board of Directors of Proffice has unanimously decided to recommend the Offer.”

The Offer

Randstad offers SEK 25.00 in cash per share in Proffice, regardless of class.

The Offer represents a premium of:

• 25.63 per cent to the closing price of SEK 19.90 of Proffice’s class B shares on Nasdaq Stockholm on 27 November 2015, the last trading day before the announcement of the Offer

• 31.21 per cent to the volume-weighted average share price of Proffice’s class B shares on Nasdaq Stockholm during the last three months prior to 30 November 2015 and

• 26.56 per cent to the volume-weighted average share price of Proffice’s class B shares on Nasdaq Stockholm during the last six months prior to 30 November 2015. 

The total offer value for all outstanding shares in Proffice amounts to SEK 1,648 million.[3] 

No commission will be charged in connection with the Offer. 

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