Glamox seeks to acquire ES-SYSTEM S.A.
Oslo (Norway) / Cracow (Poland), 14 October 2019 - Glamox has today announced a public cash tender offer to acquire all outstanding shares in the Polish lighting solution provider ES-SYSTEM.
ES-SYSTEM is a leading lighting solutions provider in the Polish market with a good strategic fit for Glamox’ Professional Building Solutions business area. ES-SYSTEM was established in 1990 with headquarters in Cracow, Poland. Today, the company has nearly 900 employees and two manufacturing plants located in Wilkasy and Dobczyce. ES-SYSTEM is listed at the Warsaw Stock Exchange and had revenues of approximately 440 MNOK in 2018.
“The planned acquisition of ES-SYSTEM will allow us to enter a new market and at the same time strengthen our position in Central Europe. Glamox will support ES-SYSTEM’s current strategy to seek further growth in the Polish market, strengthen operations and continue to deliver market leading service for customers”, said CEO of Glamox Rune Marthinussen.
Commenting on the agreement, Bogusław Pilszczek, one of the founders of ES-SYSTEM and Vice-President of the Supervisory Board of ES-SYSTEM said, “Glamox is an ideal partner for ES-SYSTEM through its extensive industry knowledge and strong ownership supporting ES-SYSTEM in the next phase of development”.
Augusta Investment sp. z o.o. Bowen Investments S.a.r.l., Marta Pilszczek, and Wysocki sp. jawna, jointly holding approximately 69% of the share capital in ES-SYSTEM have irrevocably undertaken to sell their shares in response to the tender offer.
In the tender offer, ES-SYSTEM shareholders will be offered a cash consideration of PLN 3.50 for each share in ES-SYSTEM representing an aggregate equity purchase price of approximately PLN 150m (approximately NOK 350m). The completion of the tender offer is subject to certain conditions including, among others, approvals by the relevant competition authorities, and Glamox gaining control of at least approx. 66 per cent of the total number of shares in ES-SYSTEM. The subscription period under the tender offer is expected to commence on the 4th of November 2019 and end on the 4th of December 2019 (until 12:00 pm CET). Glamox intends to acquire up to 100 per cent of the shares in ES-SYSYEM. In the event that the Glamox obtains at least 90 per cent of the outstanding shares, Glamox intends to initiate a compulsory buy out procedure in relation to all remaining shareholders of ES-SYSYEM.
From the left: CEO in Glamox Rune Marthinussen with founders and member of ES-SYSTEM Supervisory Board: Jacek Wysocki, Boguslaw Pilszczek (Vice-President of the Supervisory Board) and Bozena Ciupinska.