ÅF AB (Stockholm, Sweden; www.afconsult.com) and Pöyry PLC (Helsinki, Finland; www.poyry.com) have signed an agreement to combine the two companies to form a leading European engineering and consulting company. ÅF will launch a recommended public cash tender offer to purchase all issued and outstanding shares in Pöyry. Four major shareholders of Pöyry have committed to become shareholders of the combined company in a directed share issue following the completion of the Tender Offer.
ÅF is an engineering and design company in the fields of energy, industry and infrastructure. The offer price is €10.20 per share, to be paid fully in cash, valuing Pöyry at €611 million. Certain large shareholders of Pöyry, including Corbis S.A., Procurator-Holding Oy, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company, Mariatorp Oy and Wipunen varainhallinta oy, together representing approximately 52.3% of the shares and votes in Pöyry, have irrevocably undertaken to accept the Tender Offer. ÅF will publish a tender offer document with detailed information on the Tender Offer on or about December 19, 2018.
The offer period of the Tender Offer is expected to commence on or about December 20, 2018 and is expected to expire on or about January 31, 2019.
The combined company will operate under the united brand ÅF-Pöyry and the businesses will be divided into five divisions, each with a strong Nordic and international presence. The combined company’s combined revenue for the twelve months ended September 30, 2018 was approximately SEK 19 billion (ÅF: SEK 13.5 billion; Pöyry: €553.2 million and it had a combined total of approximately 14,550 full-time equivalent employees globally on average for the nine months ended September 30, 2018. The combined company’s President and CEO will be Jonas Gustavsson, and the head office will be located in Stockholm.
Jonas Gustavsson, President and CEO of ÅF, comments: “Pöyry and ÅF are two of the leading engineering and consulting companies in Europe. By joining forces, we create a strong platform for international growth. We will enable clients to grow by offering our joint and leading expertise within, for example, industrial digitalization, smart cities and future energy solutions. With our larger scale, more resources and our engaged and talented people, we will improve our ability to take on even larger and more complex assignments, meeting our clients’ needs for advanced sustainable solutions for the future generations.”
Martin à Porta, President and CEO of Pöyry, comments: “Pöyry has come a long way since commencing its client-focused transformation program in 2016. We have built a high-performance organization and nurtured a modern culture of intrapreneurship and innovation. I am immensely proud of Pöyry’s talented intrapreneurs who have contributed to nine consecutive quarters of results growth, a strong cash position and a healthy order stock.