Valuation proceedings: Appeal lodged by HOMAG shareholders against the ruling of the Regional Court of Stuttgart
Schopfloch, October 30, 2019. The Management Board of HOMAG Group AG has been informed by Dürr Technologies GmbH that shareholders of HOMAG Group AG have lodged an appeal against the ruling brought down by the Regional Court of Stuttgart in August 2019 in the valuation proceedings concerning the domination and profit transfer agreement between Dürr Technologies GmbH and HOMAG Group AG.
The court had ruled in favor of a minor increase in the cash settlement offer and the guaranteed dividend (compensation). Under this ruling, the court had increased the cash settlement for shareholders of HOMAG Group AG who offer their shares to Dürr Technologies GmbH from € 31.56 to € 31.58. In addition, it determined that the guaranteed dividend was to be increased from the original amount of € 1.01 to € 1.03 per share (net in both cases, or from € 1.18 to € 1.19 gross).
As appeals have been lodged, the ruling of the Regional Court of Stuttgart is not final. Instead, the valuation proceedings will in all probability be continued before the Stuttgart Higher Regional Court shortly after the completion of the appeal proceedings. Pending a decision by that court, the amounts originally set for the cash settlement and the guaranteed dividend (€ 31.56 and € 1.01 net, respectively) will continue to apply. The cash settlement offer for shareholders of HOMAG Group AG will continue until the conclusion of the proceedings. Dürr expects the proceedings before the Stuttgart Higher Regional Court to take between one-and-a-half and two years.
The cash settlement offer and the guaranteed dividend for HOMAG shareholders arise from the domination and profit transfer agreement entered into in March 2015 between Dürr Technologies GmbH, a wholly owned subsidiary of Dürr AG, and HOMAG Group AG. HOMAG shareholders can accept the cash settlement offer or retain their shares and receive a guaranteed dividend (compensation) for the duration of the domination and profit transfer agreement.
Dürr holds 63.9% of the capital of HOMAG Group AG via Dürr Technologies GmbH. Under a pooling agreement entered into with the Schuler/Klessmann shareholder group, Dürr has 78% of the voting rights at HOMAG’s shareholder meetings. The Schuler/Klessmann shareholder group comprises the Schuler family, who founded HOMAG, and the Klessmann Foundation. The domination and profit transfer agreement governs the integration of HOMAG Group AG within the Dürr Group and simplifies the cooperation between Dürr and the HOMAG Group. Under the terms of the agreement, all of the net profit earned by the HOMAG Group AG accrues to Dürr. HOMAG Group AG’s external shareholders are not entitled to a variable dividend. Instead, they receive a guaranteed dividend (compensation).
This press release contains certain statements relating to the future. Futureoriented 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 press release, it cannot be guaranteed that the same will hold true in the future.
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