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Changes in the divestiture of Exact Systems

On 21 May, Work Service S.A. concluded Heads of Terms for the sale of all of its 69% shares in Exact Systems (the “Company”). The managers in charge of the Company – Paweł Gos and Lesław Walaszczyk, being minority shareholders of Exact Systems currently holding on aggregate 24% of the shares – joined forces with funds co-managed by CVI Dom Maklerski Sp. z o.o. (“CVI“) as buyers. The prior preliminary share purchase agreement expired due to certain conditions precedent not being met.

 

In the course of the negotiations relating to the sale of Exact Systems, Work Service received an attractive offer from the persons managing the Company. Paweł Gos and Lesław Walaszczyk teamed up with CVI and offered to buy out the entire Work Service stake in Exact Systems. Following the expiry of the preliminary share purchase agreement entered into by Work Service previously and further fruitful negotiations with Exact Systems Management and CVI, Work Service decided to pursue the management buy-out (MBO). “For Work Service, the MBO generates on aggregate higher proceeds while accelerating the timing of such proceeds under the agreed structure”, says Maciej Witucki, President of the Board at Work Service S.A.

 

The purchase price of the shares held by Work Service will be PLN 162.6 million, of which the payment of PLN 13 million shall be deferred by up to 9 months after closing the transaction. Importantly, Work Service will be repaid a significant portion of its inter-company receivables from Exact Systems (approx. 50%) as early as June 2018, prior to the closing of the transaction, when it will receive the balance. In parallel, Work Service is in negotiations with the purchasers regarding a new bond issue of PLN 20m.

 

As founders, minority shareholders and acting management of Exact Systems we firmly believe that the company has strong and solid fundaments to grow organically and through acquisitions within the Automotive Industry. Having been offered the possibility to take things in our own hands to restructure the ownership status of the Company, we are excited about the possibilities that lie ahead of us. We believe our proposal is beneficial for all parties and we are determined to conclude the transaction as soon as possible. Management hereby commits and binds itself to the Company for years to come to continue writing Exact Systems’ tremendous success storysaid Paweł Gos, the President of Management Board of Exact Systems.

Exact Systems is a leading provider of services in the quality control sector for companies operating predominantly in the automotive industry. The group is present in 11 countries in Europe and in China and has been majority owned by Work Service since 2007 when it initially acquired 68% shares for a price of PLN 9.5 million.

 

Blackwood Capital Group acts as lead adviser to Work Service supported by Noerr as a legal adviser and mBank as a co-adviser. Exact Systems is advised by Equity Advisors and Crido.

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Work Service capital group was established in 1999 and is the largest provider of HR services in CEE. It operates in Poland through network of local branches and abroad in 16 countries (Russia, Germany, Czechia, Turkey, Romania, Hungary, Slovakia, United Kingdom, Belgium, France, Switzerland, Slovenia, Croatia, Serbia, Bulgaria, China). It specializes in personal advisory services, HR restructuring, recruitment, temporary staffing and outsourcing. More than 3,000 companies have already chosen Work Service as their business partner. Each day 50,000 persons and 300,000 persons annually find employment with support of Work Service Group. Work Service is listed on Warsaw Stock Exchange and London Stock Exchange. More information on: www.workservice.pl

 

Press officer:

Andrzej Kubisiak
Analyses and Communication Team Director at Work Service S.A.
mobile: +48 512 176 030      
e-mail: andrzej.kubisiak@workservice.pl 

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Press Officer

Andrzej Kubisiak


Andrzej Kubisiak

tel. +[48] 512 176 030
andrzej.kubisiak@workservice.pl

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