Poolia and Uniflex to merge
The Boards of Directors of Poolia AB (publ) ("Poolia") and Uniflex AB (publ) ("Uniflex") propose a statutory merger of the companies in accordance with the Swedish Companies Act (2005:551) (the "Merger"). The Boards of Directors have unanimously agreed upon the terms of the Merger based on a joint merger plan (the "Merger Plan"). The Merger is carried out by Poolia absorbing Uniflex, whereby shares in Uniflex are replaced by new shares in Poolia.
● The Merger will take place at an exchange ratio entailing that each share in Uniflex is exchanged by 1.7 new shares in Poolia. The Merger is subject to approval at the extraordinary general meeting (“EGM”) of each company in July and is expected to be completed in October 2018
● The Boards of Directors of Poolia and Uniflex consider the Merger to be beneficial to both companies and their respective shareholders. Both Boards of Directors consider the exchange ratio to be fair and unanimously recommend their respective shareholders to approve the Merger
● Large shareholders representing 61.4 percent of the capital and 80.1 percent of the votes in Poolia as well as large shareholders representing 62.2 percent of the capital and 80.4 percent of the votes in Uniflex are supportive of the Merger
● The merged company will be an even stronger staffing company with a wide offering of temporary staffing and permanent placement services in Sweden, Finland, Norway and Germany as well as with estimated combined revenue of approximately SEK 1,935 million (excluding estimated revenue synergies) for the full year 2017
● The Merger is expected to enable increased competitiveness and revenue synergies through increased sales capabilities and upselling to existing customers, especially to large customers under framework agreements. In the medium term, the revenue synergies are estimated to have a positive annual effect on the operating profit of approximately SEK 10 million
● The Merger is also estimated to entail benefits from economies of scale as well as cost synergies with a positive impact on operating profit of approximately SEK 20 million annually, with full annualised run-rate effect from autumn 2019. Transaction costs and non-recurring costs for realising the synergies are expected to amount to approximately SEK 20 million, of which the majority will encumber 2018 earnings of the merged company
● The operations will continue to be conducted under the respective brand
● Jan Bengtsson, CEO and President of Uniflex, is proposed as CEO and President of the merged company
● The proposed Board of Directors of the merged company will be announced prior to the EGMs, at which the implementation of the Merger is intended to be approved. The intention is to propose Björn Örås as Chairman of the new Board of Directors and that the new Board of Directors shall consist of members from both Poolia’s and Uniflex’ current Board of Directors
● The parent company of the merged group is proposed to continue with the name Poolia AB and the merged company's shares of class B will be traded on Nasdaq Stockholm
 Including Björn Örås who owns 42.5 percent of the capital and 70.4 percent of the votes in Poolia as well as 41.0 percent of the capital and 69.4 percent of the votes in Uniflex. Björn Örås is prevented from voting at the EGM of Uniflex pursuant to rules in the Swedish Companies Act, please see further below.
For further information, please contact:
Jan Bengtsson, CEO Uniflex tel: +46 (0) 736 00 68 10
Morten Werner, CEO Poolia tel: +46 (0) 706 36 25 25
This is information that Poolia AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication through the contact person above at 08.20 CET on 4 June 2018.
Poolia’s business concept is to provide companies and organisations with the skills that, either temporarily or permanently, meet their needs for qualified professionals. Poolia specialise in temporary staffing and permanent placement of professional staff in our focus areas of Finance & Accounting, Financial Services, Office Support, IT, Life Science & Engineering, Sales and Marketing, Human Resources, Legal, and Executive Search. Poolia has business in Sweden, Finland and Germany. Poolia is listed on the NASDAQ OMX Stockholm AB since 1999.