Randstad’s acquisition of Proffice confirmed
Proffice shareholders have accepted the cash offer of Randstad Nordic AB (“Randstad”), a company indirectly owned by Randstad Holding nv (“Randstad Holding”), announced on 30th November 2015.
Randstad has today announced that:
The Offer has been accepted to such an extent that Randstad after completion of the Offer will become the owner of approximately 97.3 per cent of outstanding shares in Proffice, corresponding to approximately 97.9 per cent of the votes.
Randstad has decided to complete the Offer and all conditions for the Offer are therefore satisfied or have been waived, including the condition regarding a 90 per cent acceptance level.
Randstad extends the acceptance period for the Offer up to and including 17 February 2016 to allow remaining shareholders to accept the Offer.
At the time of the announcement of the Offer, neither Randstad nor Randstad Holding controlled any shares in Proffice. As of 27 January 2016, 2,000,000 class A shares and 62,124,451 class B shares have been tendered in the Offer. Accordingly, after the completion of the Offer, Randstad will own 2,000,000 class A shares and 62,124,451 class B shares in Proffice, representing approximately 97.3 per cent of the shares and approximately 97.9 per cent of the votes in Proffice.
Randstad Holding’s CEO Jacques van den Broek, said, “We are pleased that Proffice and Randstad employees can get to know each other step by step and embark on the journey of joining forces. Although it will take time to work out all the details, we can now truly begin to start shaping the world of work together in Sweden, Norway, Denmark and Finland. Once the integration is completed, our complementary service portfolios will offer clients and candidates an even better experience than before. We welcome all the employees of the Proffice Group and are excited about the future in this beautiful part of Europe."
To allow for the remaining shareholders to accept the Offer, Randstad extends the acceptance period up to and including 17 February 2016. Settlement for shares already tendered in the Offer is expected to take place on or around 4 February 2016. Settlement for shares tendered during the extended acceptance period is expected to take place on or around 25 February 2016. Randstad may acquire additional shares in Proffice in the market during the extended acceptance period.
Randstad intends to initiate a compulsory acquisition procedure under the Swedish Companies Act to acquire all shares not tendered in the Offer. In connection therewith, Randstad intends to promote a delisting of the class B shares of Proffice from Nasdaq Stockholm.
Since the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, have no right to withdraw acceptances.