Panostaja Oyj Stock exchange release, insider information 23 December 2021 at 9.45 am
Grano to sell its SokoPro business specialising in digital project management service in the construction industry
Panostaja’s Grano segment has signed an agreement on the sale of its SokoPro business to the international company iBinder. The sale will be carried out as a share deal and will be preceded by the partial demerger of Grano Oy, a company fully owned by Grano Group Oy, by which the SokoPro business is incorporated and thereby separated from the rest of Grano Oy. The sales price of the shares is approximately EUR 45.5 million and will be paid in one instalment in cash once the deal has been finalised. The deal is expected to be completed by the end of January 2022.
After the deal, Grano will continue to pursue its provider of most effective communication strategy with increased focus and stronger financial standing. Grano is the leading expert in content services in Finland, providing marketing and communication solutions that improve its customers’ sales, brand value and performance, in both digital and printed formats. The cornerstones of Grano’s strategy are expanding the capabilities for marketing content services and added value services; increasing services for digital marketing communication and content management; customer-centric solution sales; and efficiency of production. The sale of SokoPro enables Grano to focus more on developing and commercialising added value services for marketing communication, and as Grano’s financial standing is significantly improved, it can pursue its strategy more intensively. After the sale, Grano will continue to be the exclusive sales representative in Finland for SokoPro.
“During the more than ten years it has been under Panostaja’s majority ownership, Grano has transformed from a traditional printing house into a leading Finnish service provider for value-added solutions in digital and printed marketing communication. The strong development of the SokoPro business is a prime example of the ability of SaaS and cloud-based services to create value. In its strategy, Panostaja will further focus even more on investments in service and software companies, and this deal is a clear confirmation for us to continue the implementation of our strategy to create shareholder value. I firmly believe that this deal will give the best possible conditions to continue the development of what will be the incorporated SokoPro business under new ownership, and the acceleration of implementing the Grano strategy. I wish to thank the SokoPro team and the entire Grano team for creating this great success story,” says Panostaja’s CEO and Grano Group Oy’s board chairman Tapio Tommila.
“The deal contributes to the implementation of Grano's most effective communications provider strategy by enabling us to focus even more strongly on our transformation to become a services company providing the most effective marketing communications solutions. I am very pleased with the opportunities created by this deal to develop in serving our customers even better and more comprehensively with our committed and motivated staff, with enhanced focus and financially stronger. I am also convinced that the SokoPro business will be transferred to a good owner, which will provide it the internationalization and development opportunities it deserves,” says Grano’s acting CEO Kimmo Kolari.
Net sales of the SokoPro business, based on the management’s carve out estimations, were approximately EUR 5.8 million during the financial year ended on 31 October 2021, while EBIT was approximately EUR 3.0 million. The net sales of comparable continuing business operations of Panostaja group’s Grano segment during the 2021 financial year was EUR 102.1 million, while EBIT without the SokoPro business was EUR 2.6 million. Panostaja group will not adjust the reporting of its continuing business operations for the comparison periods in its consolidated reports after the completion of the deal.
According to the current estimate, Panostaja group will recognise upon the completion of the deal capital gains of approximately EUR 9.1 million before tax, taking into account goodwill of EUR 32.6 million allocated to the sold business, and expenses for selling the shares. Of the estimated capital gains of EUR 9.1 million before tax recognised by the group, approximately EUR 5.0 million will be attributable to the owners of the Panostaja parent company. This deal is not expected to bring about any significant income tax consequences for the Panostaja group. Panostaja owns 55.2% of Grano.
The carve-out balance sheet of the SokoPro business, based on the management’s estimates, was as follows on 31 October 2021:
|(thousands of euros)||31 October 2021|
| || |
|Other intangible assets||3,014|
|Tangible fixed assets||1|
|Non-current assets, total||3,016|
| || |
|Other current liabilities||-50|
|Net working capital||400|
| || |
Tapio Tommila, CEO, Panostaja Oyj, +358 40 527 6311, email@example.com
Kimmo Kolari, Acting CEO, Grano Group Oy, +358 40 769 5807, firstname.lastname@example.org
Panostaja is an investment company that acts as an active shareholder to develop Finnish small and medium-sized enterprises. 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. With its partners, Panostaja increases the group’s shareholder value and creates new Finnish success stories. Panostaja has a majority holding in four investments. Panostaja’s shares (PNA1V) are quoted on the Nasdaq Helsinki Stock Exchange. In the 2021 financial year, the group’s net sales totalled MEUR 133.0. www.panostaja.fi
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