Wulff-Yhtiöt Oyj — M&A Activity 2021

May 3, 2021

Wulff doubles its net sales through acquisition of Staples Finland’s business

Wulff doubles its net sales through acquisition of Staples Finland’s business

STOCK EXCHANGE RELEASE MAY 3, 2021 AT 4.00 P.M.

Wulff Group Plc, Insider information, May 03, 2021 at 4.00 P.M.

On May 3, 2021, Wulff Group Plc, a professional in work environment products and
services, signed an agreement whereby Wulff acquires the other leading player in
the field, Staples Finland Oy, and its Finnish parent company EMO Finland Oy
(hereinafter Staples). Both companies have roots as experts in the Finnish
working life. As a result of the transaction, Wulff will become a clear market
leader in Finland. The transaction was completed on May 3, 2021.

Staples (formerly Oy Lindell Ab) was founded in 1890 in Helsinki and is known as
a strong contract supplier of workplace products and work environment solutions
to large companies and the public sector. Staples' net sales in 2020 were EUR
55.8 million. With the acquisition, Wulff, founded in 1890, will diversify its
product and service portfolio and at the same time Wulff's purchasing power will
increase.

Wulff Group’s CEO Elina Pienimäki comments:

“The acquisition will significantly accelerate the implementation of our growth
strategy, doubling our net sales and expanding our service portfolio to our
customers. We were offered the opportunity for a strategic acquisition when the
current owner decided to divest all of Staples’ European businesses. With the
combination of two 130-year-old companies, we will become the clear market
leader in Finland, which will benefit our customers. When we combine our
abilities and expertise, we are always able to offer customers up-to-date
solutions for all work environments directly from one and the same supplier. I
am excited that we are getting Staples Finland’s very talented team as a part of
Wulff.”

Information about the acquisition

The subject of the transaction is EMO Finland Oy and its wholly owned Staples
Finland Oy. The net sales of Staples in 2020 was approximately EUR 55.8
million*. The combined net sales of the entity resulting from the acquisition
are approximately EUR 113.4 million**, EBITDA 4.9**, EBITDA EUR 4.9 million**
and operating profit 2.9** in 2020. The combined adjusted EBITDA of the
resulting entity in 2020 is approximately EUR 8.5 million*** and adjusted
operating profit 6.0***. The acquisition does not require the approval of the
competition authority.

The purchase price of EMO Finland Oy's shares is approximately EUR 6.0 million
and includes approximately EUR 0.5 million cash. The purchase price was paid in
cash upon execution of the transaction. The final purchase price will be revised
by the end of September, following normal adjustments to the working capital and
debt like items on May 1, 2021. The balance sheet of the acquired entities
includes lease liabilities of approximately EUR 0.8 million and no other
interest-bearing debt at the time of execution.

As a result of the acquisition, the company estimates that a non-recurring
income of approximately EUR 4.5 million from the recognition of negative
goodwill will be recognized based on the preliminary purchase price of EUR 6.0
million and an estimated equity of EUR 10.5 million at the time of the
acquisition. The recognition of negative goodwill is specified in connection
with the revision of the purchase price.

To finance the acquisition, Wulff Group Plc raised a EUR 6.8 million senior
financial loan, of which EUR 2.0 million is to be repaid with cash flow released
from working capital within one year of the completion of the transaction and
EUR 4.8 million within 5 years. The acquisition will increase interest-bearing
net debt by EUR 7.1 million at the time of completing the transaction.

*) Figures for 2020 refer to consolidated unaudited data for the financial
period 1.2.2020 - 31.1.2021

**) Figures are summed up from the Wulff Group’s financial statements for the
period 1.1.-31.12.2020 and the figures of the consolidated unaudited financial
statements of EMO Finland Oy and Staples Finland Oy for the financial period
1.2.2020 - 31.1.2021

***) Figures are summed up from the Wulff Group’s financial statements for the
period 1.1.-31.12.2020 and the figures of the consolidated unaudited financial
statements of EMO Finland Oy and Staples Finland Oy for the financial period
1.2.2020 - 31.1.2021, less the group services that cease after the transaction
and added the adjustments according to the IFRS accounting principles

Key figures for the subject of the transaction

Consolidated unaudited figures according to the Finnish Accounting Principles:

EUR million 2019 2020
Net sales 49.8 55.8
EBITDA -1.7 -0.3
Adjusted EBITDA**** 0.6 3.0
Operating profit -2.1 -0.6
Adjusted operating profit**** -0.2 2.2
Equity 6.0 3.8
Balance sheet total 15.3 20.9
Personnel 119 110

****) Adjusted EBITDA and operating profit take into account group services that
cease after the completion of the transaction

The company estimates that the acquisition will bring significant value to
shareholders through synergies. Wulff aims for yearly synergy benefits of
approximately EUR 3 million by 2023. Synergies are sought by combining product
portfolio, procurement, and operations. Achieving synergies requires integration
and other non-recurring costs. The estimate of non-recurring acquisition related
expenses is approximately EUR 0.7 million. In addition the company invests in
the integration of the business and its development during 2021-2023.

Because of the acquisition, Wulff updated and published its outlook for net
sales, operating profit and comparable operating profit on May 3, 2021. The
company estimates that net sales in 2021 will increase to approximately EUR 90
million (EUR 57.5 million in 2020), operating profit will increase from the
previous year significantly and comparable operating profit will remain at a
good level in 2021.

The company’s earlier outlook was: Wulff estimates that the net sales will grow
from 2020 (EUR 57.5 million) and the comparable operating profit will remain at
a good level in 2021.

In Espoo on May 3, 2021

WULFF GROUP PLC
BOARD OF DIRECTORS

Further information:
CEO Elina Pienimäki
tel. +358 40 647 1444
e-mail: elina.pienimaki@wulff.fi

DISTRIBUTION
NASDAQ OMX Helsinki Oy
Key media
www.wulff.fi/en

A better world – one workplace at a time. Wulff’s goal is a perfect workday! We
enable better working environments and create workplaces, wherever you are. More
comfortable, healthier, safer, more enjoyable, more active and more diverse? How
do you want to better you workday and working environment? Wulff has the
solution. We offer our customers hygiene- and protective products, air
purifiers, office supplies, facility management products, catering solutions, IT
supplies, ergonomics, first aid, and innovative products for worksites.
Customers can also acquire international exhibition services from Wulff. In
addition to Finland, Wulff operates in Sweden, Norway, and Denmark. Check out
our products and services at wulff.fi/en (https://www.wulff.fi/en/).

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