PERSOL HOLDINGS to acquire Programmed Maintenance Services
PERSOL HOLDINGS Co., Ltd has agreed to commence procedures for the acquisition of 100% of outstanding shares of Programmed Maintenance Services Limited (“Programmed”, ASX: PRG), an Australian staffing company that is listed on the Australian Securities Exchange and provides a range of HR services, maintenance and facility management services in Australia, through an Australian subsidiary of PERSOL (the “Acquisition”).
The shares held by all shareholders of Programmed will be acquired with cash in accordance with the Scheme of Arrangement (“SOA”) procedures pursuant to Australia’s Corporations Act, a method for acquiring 100% of the shares of an Australian listed company. PERSOL and Programmed entered into a Scheme Implementation Deed (“SID”), which stipulates the terms of the agreement concerning the proposal for the acquisition of all shares (the “Proposal for the Acquisition”).
Since it is required to obtain approval of the Proposal for the acquisition at Programmed’s meeting of shareholders (approval by more than 50% by number of Programmed shareholders present and voting (in person or by proxy) and by at least 75% of the votes cast on the resolution) as well as by the Australian court to carry out the procedures, a 100% acquisition of Programmed’s shares through SOA may become impossible and the acquisition will not take place if such requirements are not fulfilled.
Working to realise its vision of ‘Creating a social infrastructure for people and organizations that catalyzes growth and innovation’, PERSOL has been placing more focus on expanding its business capabilities beyond Japan, to encompass the wider Asia Pacific region. The Programmed acquisition will, as part of this strategy, allow PERSOL to leverage Programmed’s robust foundation, built on the company’s scale and track record in Australia. The Group will also apply Programmed’s extensive expertise, with its strength in maintenance and facilities management outsourcing, to further grow its existing business in Japan, Southeast Asia and North Asia as well.
PERSOL HOLDINGS president, CEO and representative director, Masamichi Mizuta, said, “We have a situation where structural problems typified by the shrinking working-age population are growing more serious in Japan, while elsewhere highly skilled people are looking beyond national boundaries for workplaces that will let them make the most of their talents and ambitions. Meanwhile, we at PERSOL have been building our customer base and honing our expertise by extending our business mainly into the Asia-Pacific region, while Programmed Maintenance Services has established a strong position for itself by building a solid track record of achievements in Australia and New Zealand. We look forward to working with the excellent management team that has driven their business forward on such a large scale to accelerate growth and bolster our presence in the Asia-Pacific region.”