PANOSTAJA SELLS ITS SAFETY SEGMENT COMPANY FLEXIM SECURITY TO ASSA ABLOY

Panostaja Oyj             Stock Exchange Bulletin June 4, 2015             at 9:00  

PANOSTAJA SELLS ITS SAFETY SEGMENT COMPANY FLEXIM SECURITY TO ASSA ABLOY

Panostaja together with the other owners of Flexim Group Oy has signed a contract for the sale of the entire shareholding in Flexim Security Oy to Assa Abloy Oy. At the same time, Panostaja quits its Safety segment. The completion of the transaction is subject to approval by the competition authorities.

Panostaja’s holding in Flexim Group Oy is 70% and, through their holding companies, Managing Director Jukka Laakso holds 20% and former board member Hannu Kankkunen 10%. Flexim Group owns 100% of Flexim Security Oy (“Flexim”). In the Transaction, Flexim’s entire shareholding will be transferred to the buyer. The debt-free sales price is MEUR 27.0, of which Panostaja’s share (basic purchase price) after the deduction of net liabilities and costs related to the sale will be some MEUR 10. The sellers also have the opportunity for an additional purchase price of up to MEUR 8.0, which will be determined in the 12-month period beginning May 1, 2015. The completion of the transaction is subject to approval by the competition authorities and the parties estimate that the Transaction will be completed before September 30, 2015. After closing of the transaction, Panostaja Group will record a sales profit estimated to be MEUR 10 from the basic purchase price.

Flexim will continue to operate as an independent company and Jukka Laakso will continue in his role as the company’s Managing Director.

Flexim was born when Panostaja merged the operations of Lukkoexpert Security Oy that it acquired in 2007 and Bewator Oy that it purchased in 2009. Since the merger, the net sales of Flexim have increased from MEUR 19 to MEUR 34 in 2014, and the company has emerged as one of the leading specialist in its field and a pioneer of carefree and safe access. The Flexim Safea solution will be soon ready to conquer international markets. In this objective, Assa Abloy’s international sales organization is a significant benefit, says Juha Sarsama, CEO of Panostaja.

”Flexim Security is a long-term partner of ours. Flexim has demonstrated strong capability in service sales and project management. Flexim team is strong in innovation, agile in responding quickly to customers’ needs and has an excellent drive to achieve ambitious goals” says Assa Abloy’s Ilkka Kivisaari.

This is a natural step in our long term co-operation with Assa Abloy and will enable the internationalization of Flexim as it will be able to utilize Assa Abloy´s know-how and global networks. I believe we are able to offer unique and long-term solutions of carefree access for our Finnish customers says Flexim’s Jukka Laakso.

Adjustment of Panostaja’s result management

As a result of the divestment, Flexim Group Oy (the Safety segment) will be removed from Panostaja Group’s result from continuing operations for the current financial period and the reference period, if approval is obtained from the competition authorities for the transaction.

Because of this, Panostaja changes its result management with regard to consolidated net sales and EBIT. The Group’s comparable net sales in the 2015 financial period are expected to be greater than in the 2014 financial period (MEUR 121.1). The Group’s comparable EBIT is expected to be on the same level as in the 2014 financial period (MEUR 8.1). The impact of the merger of Digiprint Finland Oy and Multiprint Group Oy, announced on May 19, 2015, has not been taken into consideration in the result management, since the final schedule of that merger remains open. The final implementation of the arrangement will be reported separately. The divestment of the Safety segment from the Group has been taken into account in result management, although this still requires approval by the competition authorities for the deal.    

The previous result management on June 3, 2015:

Panostaja keeps its result management unaltered. The Group’s net sales in the 2015 financial period are expected to be greater than in the 2014 financial period (MEUR 154.8). The Group’s EBIT is expected to be on the same level as in the 2014 financial period (MEUR 10.2). Result management has not taken into account the effect of the merger of Digiprint Finland Oy and Multiprint Group Oy announced on May 19, 2015, because the final schedule for that arrangement is still open. The final implementation of the arrangement will be reported separately.

The estimated sales profit of MEUR 10, which is based on the basic purchase price, recorded from the transaction will be presented in a separate row without affecting the EBIT for the financial period.

Panostaja’s key financial figures, with the impact of the corporate acquisition included: Without the Safety segment, Panostaja Group’s comparable net sales and EBIT from continuing operations for the 2014 financial period stood at MEUR 121.1 and MEUR 8.1, respectively.

Flexim Security Oy’s key financial figures

Flexim Security Oy’s net sales and EBIT in the financial periods from November 1, 2013 to October 31, 2014 and November 1, 2012 to October 31, 2013 were as follows (FAS):

(EUR 1,000)

Flexim Security Oy’s consolidated balance sheets on October 31, 2014 and October 31, 2013 were as follows:

(EUR 1,000)

Panostaja Oyj

Juha Sarsama
CEO

Further information:

Panostaja Oyj: CEO Juha Sarsama +358 40 774 2099

Assa Abloy Oy: CEO Ilkka Kivisaari +358 40 5415 200

Panostaja is an investment company developing Finnish SMEs in the role of an active majority shareholder. The company aims to be the most sought-after partner for business owners selling their companies as well as for the best managers and investors. Together with its partners, Panostaja increases the Group's shareholder value and creates Finnish success stories. After this transaction, Panostaja Oyj operates in eight business areas, and Panostaja Group employs some 1.300 staff. Panostaja’s share (PNA1V) is quoted on the Nasdaq Helsinki Stock Exchange. In the 2014 financial period, the Group’s official net sales totaled MEUR 154.8.

www.panostaja.fi

Flexim Security belongs to the Flexim Group and is Finland’s leading specialist and pioneer of carefree and safe access. Its range of products and services covers locking solutions, different door-opening technologies, door automation and safety technology. In 2014, Flexim Group had net sales of MEUR 34 and employed 249 staff.

www.flexim.fi

Assa Abloy is the global leader in door opening solutions, dedicated to satisfying end-user needs for security, safety and convenience. Since its formation in 1994, Assa Abloy has grown from a regional company into an international group with about 44,000 employees, operations in more than 70 countries and sales close to SEK 57 billion. In the fast-growing electromechanical security segment, the Group has a leading position in areas such as access control, identification technology, entrance automation and hotel security.

www.assaabloy.com