Polish contract, RPO, and outsourcing company Work Service announced that it has concluded Heads of Terms for the sale of all of its shares in subsidiary Exact Systems.

Last month, the group reported that it had entered into an agreement to sell all of its shares in subsidiary Exact Systems.

During the negotiations relating to the sale of Exact Systems, Work Service received a management buyout offer from the managers of Exact Systems.

The managers in charge of Exact Systems, Paweł Gos and Lesław Walaszczyk, both who are minority shareholders of Exact Systems currently holding on total 24% of the shares, joined forces with funds co-managed by CVI Dom Maklerski and offered to buy out the entire Work Service stake in Exact Systems. The decision to agree to the buyout was made after the previous preliminary share purchase agreement expired.

Maciej Witucki, President of the Board at Work Service, commented, “For Work Service, the management buyout generates on aggregate higher proceeds while accelerating the timing of such proceeds under the agreed structure.”

The purchase price of the shares held by Work Service will be PLN 162.6 million (€37.9 million), of which the payment of PLN 13 million (€3.0 million) shall be deferred by up to 9 months after closing the transaction. Work Service will be repaid a significant portion of its inter-company receivables from Exact Systems (approximately 50%) as early as June 2018, prior to the closing of the transaction, when it will receive the balance. At the same time, Work Service is also in negotiations with the purchasers regarding a new bond issue of PLN 20 million (€4.6 million).

Paweł Gos, the President of Management Board of Exact Systems, commented, “As founders, minority shareholders and acting management of Exact Systems we firmly believe that the company has strong and solid fundaments? foundations 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 story”.

Work Service describes Exact Systems’ range of services to include resident engineering, subassembly/production, sorting & rework, final product control and controlled shipping and says that it “assists leading manufacturers and distributors raise their overall quality through the selection, inspection and reworking of components during the entire production chain.”