Samas NV (Samas) today announced that it has sold its Swiss (SITAG) businesses to Dutch private equity firm Nimbus. The cash consideration for 100% of the shares in SITAG amounts to approximately EUR 9 million. The intention to divest SITAG was announced in 2008, following a study of strategic options and is necessary to further reduce group borrowings.

In addition, taking into account current trading conditions, the continued uncertain outlook and its tight financial household, Samas is actively pursuing further strategic alternatives regarding its remaining activities in Germany, Central & Eastern Europe and the Benelux. This process is executed in close consultation with Samas’ lending banks and with current bank financing arrangements under review.

Sale of Swiss business
The disposal of the Swiss (SITAG) business follows an earlier announcement made by Samas regarding the outcome of its study of strategic options in March 2008. The transaction includes the transfer of all assets of the Swiss business for a cash consideration of EUR 9 million which was paid today. The price is substantially lower than previously anticipated, but is considered a fair price taking into account the deteriorated economic climate and low interest for businesses in the office furniture market. The transaction results in a book loss of approximately EUR 10 million.

In the financial year 2008/2009 pro-forma sales of the Swiss business amounted to EUR 25.9 million. The disposal involves a transfer of approximately 140 FTE.

The agreement reached with Nimbus includes arrangements which facilitate future intensive cooperation between SITAG and Samas operations in Germany, Central & Eastern Europe and the Benelux.

Further strategic alternatives and financing
Taking into account the deteriorated economic climate, the continued uncertain outlook and its tight financial household, Samas is pursuing strategic alternatives regarding its remaining activities in Germany, Central & Eastern Europe and the Benelux. The process is executed in close consultation with Samas’ lending banks. Discussions with the banks are taking place in a constructive and positive way.

Following the disposal of the Swiss activities and the announced pursuance of further strategic alternatives the current bank financing arrangements have been placed under review. Samas is operating within its debt repayment obligations, but would otherwise have been in breach of one of its bank covenants as per March 31, 2009.

Given the fact that the company has received approaches for several of its remaining businesses, Samas believes it will be able to announce strategic alternatives for one or more of these activities shortly.

Current trading
Current trading in the office furniture markets is difficult whereby markets in recent months have shown a turnover development which is more than 30% below the comparable period last year. Pro forma turnover (including SITAG, excluding France) for the full year 2008/2009 (ended March 31) came in at EUR 254 million, compared to EUR 289 million in 2007/2008.

The cash proceeds of the disposal of the Swiss operations have been almost completely used to repay debt. This will bring group net debt to a level of approximately EUR 24 million.

Postponement annual results
In light of the divestment of the Swiss activities and the pursuance of strategic alternatives for other business activities it has been decided to postpone publication of the Samas annual results, which were scheduled to be published on 19 May 2009, till further notice.

Next steps
Further updates to the market will be made in due course. If appropriate, a shareholders’ meeting will be convened.