Restamax Plc: RESTAMAX TO BUY A MAJORITY OF STAFF INVEST GROUP'S LABOUR HIRE SERVICE OPERATIONS
Restamax Plc
STOCK EXCHANGE RELEASE 8 JULY 2014, 10:00 am
RESTAMAX TO BUY A MAJORITY OF STAFF INVEST GROUP'S LABOUR HIRE SERVICE OPERATIONS
Restamax Plc and Staff Invest Oy have agreed on a corporate acquisition ('Corporate Acquisition'). The realisation of the Corporate Acquisition is subject to the confirmation and approval of the Restamax Plc Extraordinary General Meeting to be summoned later on.
Restamax and Staff Invest have signed a contract of sale by which Restamax or its wholly-owned subsidiary will purchase the Staff Invest Oy labour hire service operations and also certain shares of Staff Invest Oy's subsidiaries that provide labour hire services. The object of the Corporate Acquisition comprises about 75 per cent of all Staff Invest group's business operations. Staff Invest group's turnover in the financial period which ended on 31 July 2013 was approximately MEUR 18.0, EBITDA MEUR 2.2 and the income of the financial period MEUR 1.2. The estimated turnover of the object of acquisition in the financial period ending on 31 July 2014 is approximately MEUR 13.4, with an estimated EBITDA of approximately MEUR 1.8. Restamax's share of the present financial period's turnover is approximately MEUR 8. The object of acquisition has approximately 100 corporate clients, most of which operate in the restaurant industry, and its stock of contracts in the field of labour hire services is worth approximately MEUR 33.5 (30 June 2014).
"Restamax has solid competence in the restaurant business and also plenty of experience in part-time employment relationships that are typical in the industry. Through this Corporate Acquisition, we can ensure the availability of staff now and in the future and strengthen the growth of the restaurant company. Restamax is Staff Invest's largest client. Through this transaction, the profit margin of hired labour working in Restamax restaurants remains within the group," says Markku Virtanen, CEO of Restamax Plc.
The majority of Staff Invest Oy's shareholders are parties related to Restamax Plc, which makes the Corporate Acquisition a related party transaction. The property of Staff Invest Oy is divided as follows: Wawe Capital Oy 45%, Avemari Oy 27.5%, Eiran Ravintolatoimi Oy 11.25%, JV-Staff Oy 11.25% and Mr Max Oy 5%. Of the shareholders, Wawe Capital Oy is controlled by the spouse of Timo Laine who is the Chair of the Board of Directors of Restamax Plc; Mr Max Oy is jointly owned by Timo Laine and Restamax Plc board member Mikko Aartio; the chief shareholder of Eiran Ravintolatoimi Oy is Mikko Aartio while Timo Laine from Avemari Oy owns half the company through Almalex Capital Oy, which he controls.
Restamax will pay a total sum of approximately MEUR 7.7 of the Staff Invest labour hire services and the shares of subsidiaries included in the sale. The sum will be adjusted with the difference of the current assets and borrowed funds of the subsidiaries in accordance with the financial statements of 31 July 2014 ('Purchase price'). The purchase price will be paid in cash. Approximately MEUR 7.0 of the purchase price will be paid on the date of transferring operations and ownership, and MEUR 0.7 will be paid in 24 equal monthly instalments after the transfer of operations. The final purchase price will be determined based on financial statements issued on 31 July 2014 no later than on 31 December 2014, by which date the difference between the current assets and borrowed funds of the companies will also be paid to the vendor in accordance with the companies' financial statements of 31 July 2014. The Corporate Acquisition is bank-funded within the framework of Restamax's current funding limits.
If the Extraordinary General Meeting approves and confirms the Corporate Acquisition, the operations and ownership will be transferred on 1 August 2014, and the operations will from then on be included in the Restamax Group and reported as a separate segment.
Restamax is planning to summon an Extraordinary General Meeting on 29 July 2014. Notice of the Extraordinary General Meeting and additional information on the disclosed Corporate Acquisition will be published today at 12:00 noon.
Additional information:
Markku Virtanen, Restamax Plc, CEO, tel. +358 400 836 477
Jarno Suominen, Restamax Plc, CFO, tel. +358 40 721 5655
Distribution:
NASDAQ OMX Helsinki
Major media
www.restamax.fi
Restamax Plc is a Finnish restaurant business group established in 1996. The company has continued to grow steadily throughout its history. The group companies include approximately 80 restaurants, cafés, pubs and nightclubs all over Finland. Well-known restaurant concepts of the group include, among others, Ristorante Bella Roma, Gringos Locos, Viihdemaailma Ilona, Daddy's Diner and Stefan's Steakhouse. Wayne's Coffee is also a part of the company's portfolio. Restamax Plc employs approximately 900 people, the Group's pro forma turnover in 2013 was MEUR 87.0 and EBITDA MEUR 13.3. www.restamax.fi.