Pressrelease | 11/30/2015

PRESS RELEASE Stockholm, November 30, 2015

Background

This statement is made by the Board of Directors[1] (the' Board') of Proffice AB (publ) ('Proffice' or the 'Company') pursuant to section II.19 of the rules concerning takeover bids on the stock market adopted by Nasdaq Stockholm (the 'Takeover-Rules').

Randstad Nordic AB, a company indirectly owned by Randstad Holding nv ('Randstad') has today, through a press release, announced a public offer to the shareholders of Proffice to tender all of their shares in Proffice to Randstad for a consideration of 25.00 SEK in cash for each share in Proffice, regardless of class (the 'Offer').

The total value of the Offer amounts to approximately SEK 1,648 million based in the current number of outstanding shares in Proffice[2]. The Offer represents a premium of 25.63 per cent to the closing price of SEK 19.90 of Proffice's class B shares on Nasdaq Stockholm on November 27, 2015, the last trading day before the announcement of the Offer; 31.21 per cent to the volume-weighted average share price of Proffice's class B shares on Nasdaq Stockholm during the last three months prior to November 30, 2015; and 26.56 per cent to the volume-weighted average share price of Proffice's class B shares on Nasdaq Stockholm during the last six months prior to November 30, 2015.

The acceptance period for the Offer is expected to run from and including December 16, 2015 to and including January 13, 2016. The Offer is conditional upon, inter alia, that it is accepted to the extent that Randstad becomes the owner of more than 90 per cent of the total number of outstanding shares in Proffice and upon necessary approvals from authorities.

The Board of Proffice has, upon request by Randstad, permitted Randstad to carry out a limited confirmatory due diligence in connection with the preparations for the Offer and Randstad has also met with certain members of the Proffice executive management team, including the Company's CEO and CFO. During this process, no information has been provided which has not been previously disclosed and which could reasonably be expected to affect the price of the shares in Proffice.

As part of the Board's evaluation of the Offer, the Board has engaged Nordea Bank AB (publ) ('Nordea') as financial advisor. Nordea has also been requested to issue a fairness opinion regarding the Offer. Nordea's fairness opinion, which is set forth in an appendix to this press release, shows that the Offer, in Nordea's opinion, is fair from a financial point of view for the shareholders in Proffice.

For further information regarding the Offer, please refer to Randstad's offer announcement that was made public earlier today.

The Offer's impact on employees etc.

Under the Takeover-Rules, the Board shall also, based on what Randstad has expressed in its offer announcement, present its views on the impact the completion of the Offer will have on Proffice, especially employment, and its views on Randstad's strategic plans for Proffice and the impact these could be expected to have on employment and on Proffice's business locations.

The Board notices that Randstad in the offer announcement states that Randstad values the competence that the Proffice management team and other employees possess, and intend to continue to safeguard the excellent relationship. Randstad further states that Randstad's knowledge of Proffice and current market conditions, Randstad does not foresee that the implementation of the Offer would involve any material changes for management and employees (including terms of employment) or for the employment and operations on the locations where the Company conducts business

Based on what Randstad has expressed in the offer announcement, the Board does not expect any material impact by the completion of the Offer for the employment relationships in Proffice or on Proffice's current business locations.

The Board's recommendation

The Board's opinion of the Offer is based on a joint assessment of a number of factors that the Board has considered to be of relevance in relation to the evaluation of the Offer. These factors include, but are not limited to, the valuation of Proffice in relation to comparable listed companies, the stock market's expectations on Proffice's future profitability and share price development, Proffice's present position and expected future development and thereto related possibilities and risks. The Board has also evaluated alternative structural options.

The Board notes that the price per share that Randstad offers represents a premium of 25.63 per cent to the closing price of SEK 19.90 of Proffice's class B shares on Nasdaq Stockholm on November 27, 2015, the last trading day before the announcement of the Offer; 31.21 per cent to the volume-weighted average share price of Proffice's class B shares on Nasdaq Stockholm during the last three months prior to November 30, 2015; and 26.56 per cent to the volume-weighted average share price of Proffice's class B shares on Nasdaq Stockholm during the last six months prior to November 30, 2015.

In its evaluation of the Offer, the Board also takes into account that three of Proffice's largest shareholders, representing approximately 33.8 per cent of the shares and 47.6 per cent of the votes in the Company[3], have irrevocably undertaken to accept the Offer. The undertakings will lapse in the event that a third party, prior to the Offer being declared unconditional, makes an offer for all shares in Proffice which corresponds to an offer value exceeding the Offer, provided that Randstad does not match the competing offer within five business days of its announcement.

Based on the above, the Board unanimously recommends Proffice's shareholders to accept Randstad's Offer.

As part of the Board's evaluation of the Offer, the Board has engaged Nordea as financial advisor and Hannes Snellman as legal advisor.

This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

_______________________

Stockholm, November 30, 2015

Proffice AB (publ)

The Board of Directors

For more information, please contact
 Cecilia Daun Wennborg, Chairman of the Board, +46 8 787 17 00

Press release at Randstad.com: http://www.ir.randstad.com/

Proffice Group is one of the Nordic region's largest specialists within staffing, recruitment and outplacement. Our commitment and service help people and companies to find solutions to develop. The Proffice Group consists of Proffice, Dfind and Antenn and it has around 10,000 employees. The Proffice share is listed on Nasdaq Stockholm, Mid Cap. www.proffice.com

Proffice AB (publ) discloses the information provided herein pursuant to the Swedish Securities Market Act and the Takeover Rules. The information was submitted for publication on November 30, 2015 at 08:00 CET.

[1] Since CapMan Public Market Investment S.à r.l. has undertaken to accept the Offer, the board member Karl Åberg, partner at CapMan and partner at Zeres Capital Partners, has not participated in the Board's handling of or decision-making with respect to the Offer because of a conflict of interest.

[2] Based on 65,919,456 outstanding shares, which is the total number of shares in Proffice reduced by the 2,758,317 shares that are held in treasury by Proffice.

[3] Not adjusted for the shares held in treasury by Proffice.

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