HORNBACH Holding announces the start of the acceptance period for the public delisting offer of HORNBACH Baumarkt

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DGAP-News: HORNBACH Holding AG & Co. KGaA / Keyword(s): Miscellaneous

HORNBACH Holding announces the start of the acceptance period for the public delisting offer of HORNBACH Baumarkt

14.01.2022 / 11:55
The issuer is solely responsible for the content of this announcement.

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A group – An announcement

HORNBACH Holding announces the start of the acceptance period for the public delisting offer of HORNBACH Baumarkt

  • Offer document published after approval by BaFin
  • The acceptance period begins today and ends on February 22, 2022; there will be no additional acceptance period
  • Possibility for all HORNBACH Baumarkt shareholders to tender their shares at an attractive cash price of ? 47.50 per share, a premium of 29.4% over the last 6 months volume weighted average price
  • Delisting offer not subject to closing conditions

Bornheim (Palatinate), Germany, January 14, 2022. HORNBACH Holding AG & Co. KGaA (“HORNBACH Holding”) announces the publication of the offer document for the delisting tender offer to all shareholders of HORNBACH Baumarkt AG (“HORNBACH Baumarkt”), for the acquisition of all outstanding shares not yet held by HORNBACH Holding, following the approval of the German Federal Financial Supervisory Authority (“BaFin”). HORNBACH Holding is the parent company of the HORNBACH Group. HORNBACH Baumarkt is the largest operating subgroup (diy retail) of the HORNBACH Group, which operates a total of 167 outlets and webshops in nine European countries as of November 30, 2021.

The acceptance period begins today and will end at midnight (CET) on February 22, 2022. Shareholders of HORNBACH Baumarkt can accept the delisting offer by tendering their shares at an offer price of ? 47.50 in cash per HORNBACH Baumarkt share. The offer price represents a premium of 29.4% on the volume-weighted average price of the last 6 months and a premium of 13.8% on the last closing price of December 17, 2021, i.e. the last closing before the ad hoc announcement by HORNBACH Holding confirming its intention to privatize HORNBACH Baumarkt.

Shareholders of HORNBACH Baumarkt who wish to accept the take-over bid to delist should contact their respective custodian bank or other securities services company where their HORNBACH Baumarkt shares are held.

As announced on December 20, 2021, the delisting of HORNBACH Baumarkt is a logical step in the company’s journey. Going forward, this allows HORNBACH Holding to improve its visibility in the capital markets by ending one of the two listings, removing the inefficiencies of the legacy structure and communicating a clear story about the shares as as a listed entity.

Albrecht Hornbach, CEO of HORNBACH Holding, says: “We encourage all shareholders of HORNBACH Baumarkt to accept our attractive offer before HORNBACH Baumarkt is delisted from the regulated market. They can participate in the future value creation potential of the Group by reinvesting their profits in Shares of HORNBACH Holding. Following the delisting and as a publicly traded HORNBACH Holding entity, we will be more agile in implementing our successful strategy and strengthening our position as one of the most attractive home improvement stocks from Europe.

Subject, inter alia, to their review of the offer document, the Management Board and the Supervisory Board of HORNBACH Baumarkt support the public delisting offer and intend to recommend to shareholders of HORNBACH Baumarkt to accept. The Board of Management and the Supervisory Board of HORNBACH Baumarkt will issue a joint reasoned statement in this respect in due course.

The public delisting offer will not be extended and is not subject to any conditions. The termination of the listing of HORNBACH Baumarkt from the regulated market is expected to take effect after the end of the acceptance period for the public delisting offer at the beginning of March 2022 at the latest. Upon delisting, trading in HORNBACH Baumarkt shares on the regulated market will cease, which may result in very limited liquidity and price availability for HORNBACH Baumarkt shares. The offer document and a non-binding English translation, as well as other information relating to the public delisting offer, are available at www.pluto-offer.com.

Copies of the German offer document [and an English convenience translation] may be obtained free of charge from the settlement agent for the delisting tender offer, Deutsche Bank Aktiengesellschaft, TAS, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt, Germany (email inquiries to dct.tender [email protected]m or by fax to +49 (0)69 910 38794).

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About the HORNBACH Group
HORNBACH is a family-run, independent and listed company. In the financial year 2020/21 (closing date: February 28, 2021), it increased its turnover (net) by 15.4% to ? 5.5 billion. Founded in 1877, HORNBACH is the only DIY sector player with a history of six generations. HORNBACH operates 167 DIY stores and garden centers (including specialist stores), online shops in nine European countries and 36 building materials stores (under the HORNBACH Baustoff Union umbrella). The HORNBACH sales concept and its product ranges are perfectly tailored to the needs of project and commercial customers. The company guarantees consistently low prices to its customers, making it the price leader in its industry. The high quality of advice and the excellent service she provides to clients have been documented in numerous independent tests and studies. With pioneering achievements, such as the first combined DIY store and garden center (1968), the first megastore (1980) and the first DIY store with drive-in (2003), HORNBACH has repeatedly demonstrated its innovative strength. The company has also acted as a jobs engine for decades, with more than 24,000 employees now working to drive its success.

Here you will find the new LinkedIn channel of HORNBACH Holding.

Important Notice

This announcement is neither an offer to buy nor a solicitation of an offer to sell shares of HORNBACH Baumarkt AG nor an offer or recommendation to buy shares of HORNBACH Holding AG & Co. KGaA. The final terms of the public delisting offer, as well as other provisions regarding the public delisting offer, are set forth in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin ). Investors and holders of shares in HORNBACH Baumarkt AG are strongly advised to read the offer document and all other relevant documents relating to the public delisting offer, as they contain important information.

The delisting tender offer has been made exclusively under the laws of the Federal Republic of Germany, in particular under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the German Stock Exchange Act (Borsengesetz), as well as certain applicable provisions of the Securities Exchange Act of the United States and Canada, is made pursuant to applicable exemptions from the formal requirements relating to take-over bids under National Instrument 62-104 – Tender and Issuer Bids. Documentation relating to the takeover bid is or will be available at www.pluto-offer.com. Any contract concluded on the basis of the public buy-out offer will be exclusively governed by the laws of the Federal Republic of Germany and must be interpreted in accordance with these laws.

To the extent permitted by applicable law or regulation, and consistent with German market practice, HORNBACH Holding AG & Co. KGaA, its affiliates or its brokers may have purchased or entered into agreements to purchase shares of HORNBACH Baumarkt AG before the period during which the offer remains open for acceptance, or may purchase, or enter into agreements to purchase, shares of HORNBACH Baumarkt AG, directly or indirectly, outside the scope of the offer public delisting, during or after the period during which the offer remains open for acceptance. This also applies to other securities directly convertible, exchangeable or exercisable into shares of HORNBACH Baumarkt AG. These purchases can be made on the stock exchange at market prices or off-exchange at negotiated conditions. Any information about such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and on www.pluto-offer.com.

14.01.2022 Broadcast of a Corporate News, transmitted by the DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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