Talenom Plc acquires the businesses of Oy Wasa Tilit Ab and WT Företagstjänster Ab Oy

Talenom Plc, inside information 31 May 2019 at 10.00

Talenom Plc acquires the businesses of Oy Wasa Tilit Ab and WT Företagstjänster Ab Oy

Talenom Plc has signed an agreement with the owners of Vaasa-based accounting firms Oy Wasa Tilit Ab and WT Företagstjänster Ab Oy to acquire the businesses of the firms. Part of the purchase price will be paid with the shares of Talenom Plc subscribed in a directed share issue to the owners of the acquired companies.

The acquired businesses employ 30 people. The combined net sales of the businesses was 2.2 million euros between 1 March 2018 and 28 February 2019 (unaudited) and the operating margin (EBITDA) was 0.2 million euros. The purchase price totals 1 590 thousand euros, of which 690 thousand euros will be paid with new shares of Talenom Oyj to be subscribed in a directed share issue. The rest of the purchase price will be paid with cash and financed through the liquid assets of Talenom Plc and by taking over the holiday pay reserves for the acquired businesses.

The business acquisition has no significant short-term impact on the financial status of Talenom Plc. The acquisition does not endanger any other operations of Talenom Plc and the company’s solvency will remain good. The acquired businesses are in accordance with Talenom’s core business. There is considerable potential for profitability related to the businesses over time when the service production has been moved to the bookkeeping production line of Talenom Plc.

"We have reached the desired outcome in respect of these business acquisitions. We will strengthen already good growth prospects and gain a good foothold in the Ostrobothnia region at the same time. Due to the acquisitions, we will also be able to channel our sales work and service offering especially towards the Swedish-speaking customers and regions. In addition, we will gradually begin the preparations for transferring customers to the bookkeeping production line of Talenom Plc.  The customers will have Talenom’s excellent services and pioneering customer solutions available for them at the same time. The Swedish-speaking office in Vaasa will also strengthen our expansion strategy in Sweden", says Talenom’s CEO Jussi Paaso.

"It is very inspiring to get at developing growing business together with Talenom. We believe in the pioneering of Talenom both in the efficiency of service production as well as in the customer-oriented service offering. We, in turn, have valuable prior know-how and experience in the Swedish-language accounting firm market, and on the basis of our strengths it is good to start building an even stronger foothold in the market”, says Johan Neovius, the CEO of Oy Wasa Tilit Ab.

Directed share issue and transaction
20 280 new shares are offered for subscription in accordance with the terms and conditions of the share purchase agreement in the directed share issue. The number of the issued new shares is equivalent to approximately 0,29 per cent of all Talenom’s shares before the issue of the new shares.

In accordance with the terms and conditions of the share purchase agreement, the new shares will be subscribed and their subscription price will be considered to be paid with the businesses of Oy Wasa Tilit Ab and WT Företagstjänster Ab Oy, which are delivered as a contribution in kind, at the same time. The subscription price of the new shares will be entirely recorded to the reserve for invested unrestricted equity of Talenom Plc.

The decision on the directed share issue is based on a share issue authorisation, which the Annual General Meeting of Talenom Plc granted to the Board of Directors on 26 February 2019. The authorisation entitles the Board of Directors to decide on all of the terms and conditions regarding the share issue and the issue of the special rights entitling to shares, including the right to derogate from the pre-emptive subscription right of the shareholders, for which there has been a weighty financial reason for the company to derogate from. The authorisation was decided to use for completing the purchase price of the acquisition or for other purposes decided by the Board of Directors.

The shares will be registered in the Trade Register as soon as possible after the share subscription and they will carry shareholder rights as of their registration day. The shares issued in the share issue will be later admitted to trading on the stock exchange list of Nasdaq Helsinki Oy. Once the new shares have been registered, the number of Talenom Plc shares will be 6 972 672 shares in total.

Combined financial information of the acquired businesses

Financial performance (unaudited, FAS)

TALENOM PLC
BOARD OF DIRECTORS

Further information:
Jussi Paaso
CEO, Talenom Plc
tel. +358 44 066 6622
jussi.paaso@talenom.fi

Talenom Plc is an accounting firm established in 1972. Talenom offers a wide range of accounting services as well as other expert and advisory services to support its clients’ business. The company has its own software development and it provides its clients with electronic financing tools.

In 2018, Talenom Group reported a turnover of 48.9 million euros, representing an increase of 18.0 % compared to 2017. Talenom possesses a strong history of growth – Talenom reached an average annual turnover growth of 15.5% in the fiscal years 2005 - 2018.

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