Freelance.com: Signing of the memorandum of understanding and draft contribution agreement with Helvetic Payroll
The acquisition of Helvetic Payroll reflects freelance.com's desire to expand the range of services offered to all of its clients, while building a benchmark player internationally.
Freelance.com Freelance.com: Signing of the memorandum of understanding and draft contribution agreement with Helvetic Payroll Dissemination of a French Regulatory News, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
Press release - 20 September 2021
Signing of the memorandum of understanding and draft contribution agreement with Helvetic Payroll
Acceleration of the creation of the European leader in freelancing Financial capacity intact for future acquisitions Ambition of €1bn in turnover by 2025
Paris, 20 September 2021 - Freelance.com (Euronext Growth Paris - FR0004187367 - ALFRE), the leader in the relationship between companies and their external talents, announces that it has signed a memorandum of understanding as well as a draft contribution agreement, subject to conditions precedent, with a view to a merger with the Helvetic Payroll Group (HP Group), a specialist in wage portage in Switzerland, made up of the companies Helvetic Payroll SA (HP Geneva), Helvetic Payroll Zurich AG (HP Zurich) and 3P Financial Services SA (3PFS).
A major step in the creation of an international freelancing expert
This transaction is part of the Group's continuing transformation programme following the recent acquisitions of Coworkees, TMC France and INOP'S, enabling it to offer its clients even greater added value. The acquisition of Helvetic Payroll reflects freelance.com's desire to expand the range of services offered to all of its clients, while building a benchmark player internationally. Faced with a growing number of experts increasingly choosing to work on a freelance basis, this transaction provides the Group with new tools and solutions to support the necessary fluidity of relations between companies and their talents. With its proven ability to integrate new teams, freelance.com will benefit from synergies with Helvetic Payroll and its expertise to accelerate growth in rapidly-changing international markets.
Helvetic Payroll, a key digital player in the Swiss market
The leader in wage portage in Switzerland, Helvetic Payroll supports both freelance consultants and international companies. It is recognised for the quality of its services, the efficiency of its operational systems and processes, as well as for the innovative tools it provides to its clients. Sharing the same vision of the "Future of Work" as freelance.com, it offers entirely digital solutions, incorporating a wide range of services, particularly financial, legal and tax advice. With 21 employees, the Swiss group has more than 500 clients and supports more than 1,200 consultants and experts, both freelance and employees, of hyper-specialised SMEs. Established on the basis of a digital business model, Helvetic Payroll has experienced annual growth of more than 30% over the last three years, combined with one of the highest levels of profitability in the profession.
Financial capacities to pursue consolidation in the sector
The acquisition, which significantly enhances the Group's earnings, will be financed by new bank loans and an exchange of securities with all of Helvetic Payroll's shareholders. This structure confirms those shareholders' entire commitment to this joint project. With a solid balance sheet structure and a low level of debt as at 31 December 2020, freelance.com will be able to rely on the support of all of its banking partners to finance its external growth strategy. This confidence will enable it to quickly integrate the acquisition of Helvetic Payroll, while continuing to have significant resources to pursue its strategy. With numerous opportunities for growth, the Group intends to expand its value proposition through structural acquisitions in a market which remains fragmented, in order to consolidate its status as a leading player.
New proforma turnover target for 2021
Changes in levels of activity combined with finalisation of the acquisition of Helvetic Payroll reinforce the Group's short- and medium-term turnover ambitions. Freelance.com has raised its 2021 proforma turnover target to between €620m and €640m (vs €600m initially), with the reiterated target of achieving €1bn in revenue by 2025.
Proposed terms of the acquisition Following approval of the proposed merger with the Helvetic Payroll Group by the board of directors, a memorandum of understanding subject to conditions precedent was concluded and a draft contribution agreement signed on 17 September 2021. This planned acquisition will be concluded partly in cash and partly in freelance.com BSAs. Freelance.com will hold an Extraordinary General Meeting on 28 October 2021 to rule on this transaction and the conditions for the acquisition of Helvetic Payroll (the main terms of which are set out in the appendix to this press release).
Upcoming events:
About the freelance.com group
Positioned at the heart of the transformation of the labour market, as the leader in relations between businesses and their external talent in France, freelance.com relies on a community of 370,000 consultants and experts working as freelancers or in hyper-specialised SMEs. The freelance.com group offers a complete range of services, including sourcing expertise, external resource management, project management, wage portage and compliance. With a proforma turnover of €376.3 million in 2020* and a presence in France and abroad (UK, Germany, Morocco, Singapore and Switzerland), freelance.com is one of the leading players in the Future of Work with a clear mission: to free, simplify and secure relations between businesses and their external talent. * 2020 pro forma 2020 turnover following the merger with INOP'S on 18 June 2020.
Title: FREELANCE.COM ISIN: FR0004187367 Mnemonic code: ALFRE Number of shares comprising the share capital: 37,459,685 For more information, visit freelance.com
Appendix: Main terms and conditions of the acquisition:
Main terms and conditions of the BSAs
Regulatory filing PDF file File: Signing of the memorandum of understanding and draft contribution agreement with Helvetic Payroll |
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Language: | English |
Company: | Freelance.com |
1, parvis de La Défense | |
92044 PARIS LA DEFENSE CEDEX | |
France | |
Phone: | 0614455821 |
E-mail: | [email protected] |
Internet: | www.freelance.com |
ISIN: | FR0004187367 |
Euronext Ticker: | |
AMF Category: | Inside information / Issuer activities (acquisitions, sales...) |
EQS News ID: | 1234717 |
End of Announcement | EQS News Service |
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1234717 20-Sep-2021 CET/CEST