Ad hoc announcement according to Sec. 15 WpHG [“Wertpapierhandelsgesetz”: German Securities Trading Act]
HOMAG Group AG confirms that it has received a notification of changes in its shareholder structure and a public takeover offer
Dürr AG today announced that Dürr, on the one hand, and Deutsche Beteiligungs AG, the shareholder pool of the Schuler family and the Klessmann Foundation as well as two further shareholders, on the other, have entered into agreements under which Deutsche Beteiligungs AG will sell 39.5%, the shareholder pool of the Schuler family and the Klessmann Foundation 3% and the two other shareholders around 11% of the HOMAG shares to Dürr at a purchase price of EUR 219,1 million for a HOMAG shareholding of 53.7% in total. The purchase agreements with the aforementioned shareholders will enter into effect subject to approval by the competent anti-trust authorities.
Dürr further announced that it has been agreed with the Schuler family and the Klessmann Foundation, which up to now have held 25.1% of the shares in HOMAG Group AG under a shareholder pool agreement, that Dürr will enter into the pool agreement with the acquired 3% HOMAG shareholding. The shareholder pool will agree to the conclusion of a domination and profit and loss transfer agreement between Dürr AG and HOMAG Group AG, which would make a total of 75.8% of the voting rights attributable to Dürr for the purposes of passing such resolutions in the annual general meeting of HOMAG Group AG.
According to Dürr AG’s announcement, it does not aim to achieve a squeeze-out or a delisting of the HOMAG share. The intention is for HOMAG Group AG to continue as an independent division within the Dürr Group.
Dürr announced that it intends to make the remaining shareholders of HOMAG Group AG a takeover offer pursuant to Sec. 29 and Sec. 34 of the WpÜG [“Wertpapiererwerbs- und Übernahmegesetz”: Securities Acquisition and Takeover Act] with a view to acquiring all the remaining shares. The corresponding decision will be published today pursuant to Sec. 10 WpÜG. The price will be EUR 26.35 per HOMAG share.
The management board and supervisory board of HOMAG Group AG will state their position on the announced takeover offer and specifically on the consideration offered to the shareholders of HOMAG Group AG in such an offer in a separate communication once the offer documents are available.
This press release contains certain statements relating to the future. Future-oriented statements are all those statements that do not pertain to historical facts and events or expressions pertaining to the future such as “believes”, “estimates”, “assumes”, “forecasts”, “intend”, “may”, “will”, “should” or similar expressions. Such future-oriented statements are subject to risks and uncertainty since they relate to future events and are based on current assumptions of the Company, which may not occur in the future or may not occur in the anticipated form. The Company points out that such future-oriented statements do not guarantee the future; actual results including the financial position and the profitability of the HOMAG Group as well as the development of economic and regulatory framework conditions may deviate significantly (and prove unfavorable) from what is expressly or implicitly assumed or described in these statements. Even if the actual results of the HOMAG Group including the financial position and profitability as well as the economic and regulatory framework conditions should coincide with the future-oriented statements in this announcement, it cannot be guaranteed that the same will hold true in the future.