Dürr and HOMAG prepare domination and potential profit and loss transfer agreement
Dürr and the HOMAG Group are preparing to enter into a domination agreement that may be augmented by a profit and loss transfer agreement. In response to a shared petition by both companies, the Regional Court of Stuttgart has now appointed the auditing firm Warth & Klein Grant Thornton to review the agreement.
The agreement planned to be entered into by both companies is intended to integrate HOMAG Group AG as part of a contract-based group, with Dürr AG as the controlling company, and to simplify cooperation between Dürr and the HOMAG Group. In mid-October Dürr acquired 55.9% of the shares in HOMAG Group AG. The HOMAG Group is the world’s leading manufacturer of machinery and equipment for the woodworking industry and cabinet makers.
Among other things, Warth & Klein Grant Thornton will assess the appropriateness of the planned cash compensation offer as well as the planned guarantee dividend or compensation payment provided for external shareholders of HOMAG Group AG. The basis for these amounts will be a valuation appraisal of the HOMAG Group´s enterprise value. This appraisal was commissioned by Dürr and the HOMAG Group and is currently being prepared.
The domination agreement and (possibly) the profit and loss transfer agreement are to be presented for approval at the annual general meeting of HOMAG Group AG in the spring of 2015. In the process, Dürr can rely on a total of 77.9 of the voting rights as the company has joined the share pool of the Schuler/Klessmann group of shareholders by contributing 3% of its shares. This group of shareholders comprises the HOMAG founding family (headed by Gerhard Schuler) and the Klessmann foundation; the group itself has a 22.1% share of the voting rights. The group of shareholders has committed itself to entering into a domination agreement with Dürr, and possibly into a profit and loss transfer agreement. The share pool accounts for a total of 25.1% of the share capital.
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.