DGAP-Adhoc: TOM TAILOR Holding AG: TOM TAILOR Holding AG Acquires BONITA

TOM TAILOR Holding AG  / Key word(s): Acquisition

20.06.2012 19:15

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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Ad hoc press release acc. to section 15 of the German Securities Trading
Act (WpHG)

TOM TAILOR Holding AG Acquires BONITA

TOM TAILOR Holding AG acquires BONITA, one of the leading German fashion
retailers. TOM TAILOR Holding AG has entered into a definite agreement with
BONITA International GmbH & Co. KG, a wholly owned subsidiary of the
non-profit foundation Versorgungs- und Förderungsstiftung,
Vaduz/Liechtenstein, to acquire a 100% stake in BONITA.

Through the acquisition of BONITA, TOM TAILOR is expanding into the
attractive fashion segment for women and men in the over-40 year age group
and is accessing a new, long-term growth area for the Group. TOM TAILOR
plans to operate BONITA as an independent brand within the Group. With its
brands TOM TAILOR Casual and TOM TAILOR Denim, TOM TAILOR will address
various target groups in the age range of 0 to 45 years, while BONITA will
concentrate on the over-40 target group as a complementary brand. In
addition, TOM TAILOR expects the acquisition to result in considerable
synergies, for example in the areas of sourcing and logistics.

BONITA currently operates more than 960 of its own stores under the brand
names BONITA and BONITA men and has around 4,500 employees. The Company
generated sales of approximately EUR 379 million, an adjusted EBITDA of EUR
59 million and a cash flow from operations of EUR 50 million in the 2011
calendar year. With an adjusted EBITDA margin of 15.7% and a cash
conversion rate of 84.3%, BONITA is one of the industry's most profitable
and cash-generative companies. TOM TAILOR expects that the acquisition will
already make a positive contribution to earnings per share in the current
financial year.

TOM TAILOR will pay part of the purchase price in the form of a EUR 150
million cash consideration. The seller will also receive about 6 million
new TOM TAILOR shares from a capital increase in kind from authorised
capital. In addition, subject to a positive capital market environment, TOM
TAILOR plans to make a cash capital increase, excluding subscription
rights, of approximately 1.65 million new shares. Following the completion
of this transaction, the seller will hold a 24.9% stake in TOM TAILOR and
will not exceed this threshold in the long term. The new TOM TAILOR shares
granted to Versorgungs- und Förderungsstifung are subject to a lock-up
period and cannot be traded during the first three years.

The total cash payment of EUR 150 million is funded by long-term debt
credit lines. Following the acquisition, the leverage of TOM TAILOR HOLDING
AG at year-end 2012 will not exceed 2.5 times the combined EBITDA.

The transaction is subject to the approval of antitrust authorities and is
expected to be completed in August 2012.


20.06.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      TOM TAILOR Holding AG
              Garstedter Weg 14
              22453 Hamburg
              Germany
Phone:        +49 (0) 40 589 56 0
Fax:          +49 (0) 40 589 56 398
E-mail:       info@tom-tailor.com
Internet:     www.tom-tailor.com
ISIN:         DE000A0STST2
WKN:          A0STST
Indices:      SDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard), Hamburg;
              Freiverkehr in Berlin, Düsseldorf, Hannover, München,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
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