NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION
HORNBACH Holding AG & Co. KGaA (“HORNBACH Holding”) announces the publication of the offer document for the public delisting tender offer to all shareholders of HORNBACH Baumarkt AG (“HORNBACH Baumarkt”), for the acquisition of all outstanding shares not already held by HORNBACH Holding, following the approval by 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 HORNBACH Group, which operates a total of 167 outlets and online shops in nine European countries as of November 30, 2021.
The acceptance period starts today and will end at midnight (CET) on February 22, 2022. HORNBACH Baumarkt shareholders 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 close prior to the ad hoc announcement from HORNBACH Holding confirming its intention to take HORNBACH Baumarkt private.
HORNBACH Baumarkt shareholders who wish to accept the delisting tender offer should contact their respective custodian bank or any other securities services company where their HORNBACH Baumarkt shares are being held.
As announced on December 20, 2021, the delisting of HORNBACH Baumarkt is a logical step in the company’s journey. Going forward it enables HORNBACH Holding to improve its capital markets visibility by terminating one of two listings, removing inefficiencies of the legacy structure and communicating one clear equity story as one listed entity.
Albrecht Hornbach, CEO of HORNBACH Holding, says: “We encourage all HORNBACH Baumarkt shareholders to accept our attractive offer prior to HORNBACH Baumarkt being delisted from the regulated market. They may participate in the future value creation potential of the Group by reinvesting their proceeds in HORNBACH Holding shares. Following the delisting and as one listed HORNBACH Holding entity, we will be more agile in implementing our successful strategy and strengthening our position as one of Europe’s most attractive home improvement stocks.”
Subject inter alia to their review of the offer document, the Board of Management and the Supervisory Board of HORNBACH Baumarkt support the delisting tender offer and intend to recommend to HORNBACH Baumarkt shareholders to accept it. The Board of Management and the Supervisory Board of HORNBACH Baumarkt will publish a joint reasoned statement in that respect in due course.
The delisting tender offer will not be extended and is not subject to any conditions. The termination of the HORNBACH Baumarkt listing from the regulated market is expected to become effective after the end of the acceptance period of the delisting tender offer by early March 2022 at the latest. Upon the delisting, the trading of HORNBACH Baumarkt shares on the regulated market will terminate, which may result in a very limited liquidity and price availability for the HORNBACH Baumarkt shares. The offer document and a non-binding English translation, alongside other information relating to the delisting tender offer, are available at www.pluto-offer.com.
Copies of the German offer document [and an English convenience translation] can be obtained free of charge through the settlement agent for the delisting tender offer, Deutsche Bank Aktiengesellschaft, TAS, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt, Germany (inquiries via email to email@example.com or by fax at +49 (0)69 910 38794).
HORNBACH Investor Relations – Tel.: +49 (0) 6348/60-2444 – firstname.lastname@example.org
About HORNBACH Group
HORNBACH is an independent, family-run, and listed company. In the 2020/21 financial year (balance sheet date: February 28, 2021), it increased its (net) sales by 15.4% to € 5.5 billion. Founded in 1877, HORNBACH is the only DIY sector player with a history stretching back six generations. HORNBACH operates 167 DIY stores and garden centers (including specialist retail stores), online shops in nine European countries and 36 building materials stores (under the umbrella of HORNBACH Baustoff Union). HORNBACH’s sales concept and its product ranges are fully aligned to the needs of project and commercial customers. The company guarantees permanently low prices to its customers, making it the price leader in its sector. The high quality of advice and excellent service it provides to customers 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 a drive-in facility (2003), HORNBACH has repeatedly demonstrated its power of innovation. The company has also acted as a jobs motor for decades, with more than 24,000 employees now working to advance its success.
You can find the new LinkedIn channel of HORNBACH Holding here.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of HORNBACH Baumarkt AG nor an offer or recommendation to purchase shares of HORNBACH Holding AG & Co. KGaA. The definitive terms of the delisting tender offer, as well as further provisions concerning the delisting tender offer, are set out 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 regarding the delisting tender offer, since they contain important information.
The delisting tender offer has been published exclusively under the laws of the Federal Republic of Germany, in particular in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the German Stock Exchange Act (Börsengesetz), as well as certain applicable provisions of the U.S. Securities Exchange Act and in Canada is made pursuant to applicable exemptions from the formal take-over bid requirements under National Instrument 62-104 – Take-over Bids and Issuer Bids. The documentation relating to the delisting tender offer is or will be available at www.pluto-offer.com. Any contract that is concluded on the basis of the delisting tender offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, HORNBACH Holding AG & Co. KGaA, its affiliates or its brokers may have purchased or concluded agreements to purchase shares of HORNBACH Baumarkt AG before the period in which the offer remains open for acceptance, or may purchase, or conclude agreements to purchase, shares of HORNBACH Baumarkt AG, directly or indirectly, outside of the scope of the delisting tender offer, during or after the period in which the offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares of HORNBACH Baumarkt AG. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and on www.pluto-offer.com.