Dürr Aktiengesellschaft / Key word(s): Acquisition
15.07.2014 15:27
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Bietigheim-Bissingen, July 15, 2014 - Dürr AG, via its wholly-owned
subsidiary Dürr Technologies GmbH, has reached agreement with several major
shareholders of HOMAG Group AG (HOMAG) to acquire a total of 53.7% of HOMAG
shares. Purchase contracts are in place with Deutsche Beteiligungs AG
(39.5% of shares), the Schuler/Klessmann share pool (3%) and two further
shareholders (approx. 11%). The execution of the purchase contracts is
subject to approval by the relevant antitrust authorities. The purchase
price for the 53.7% of the HOMAG shares is EUR 219 million. An agreement
was also reached with the Schuler family and the Klessmann foundation, who
have so far held a 25.1% stake in HOMAG in the form of a share pool, on
Dürr joining the pool. This relates to the 3% of HOMAG shares acquired from
the pool and will be effective shortly before the execution of the purchase
contract with the Schuler/Klessmann share pool. The share pool will consent
to the completion of a control and/or profit and loss transfer agreement by
Dürr. Dürr can exercise a total of 75.8% of the votes for that purpose. In
total, the number of HOMAG shares amounts to 15,688,000.
Dürr will submit a voluntary public takeover offer to the HOMAG
shareholders pursuant to Sections 29 and 34 of the German Securities
Acquisition and Takeover Act (WpÃG) to acquire all of the shares. Dürr
Technologies GmbH has today published its decision to submit the takeover
offer pursuant to Section 10 of the German Securities Acquisition and
Takeover Act. The price Dürr offers to the free shareholders of HOMAG Group
AG is EUR 26.35 per share payable in cash. The offer is thus 13.1% above
the volume-weighted average XETRA price of the share based on the last
three months (EUR 23.30, source: Bloomberg). The takeover bid is subject to
certain conditions, in particular the approval by the relevant antitrust
authorities. A squeeze-out or delisting of the HOMAG stock is not intended.
HOMAG Group AG is to continue operating as an independent division under
the HOMAG brand within the Dürr Group.
As at the end of March 2014, the Dürr Group had EUR 867 million in
available liquidity, including the proceeds from the bond placed at the end
of March 2014. Dürr can therefore finance the acquisition with its own
funds.
The acquisition is to expand Dürr's portfolio in mechanical and plant
engineering and provide new opportunities for growth. HOMAG has
successfully initiated strategic measures to achieve growth and increase
the company's value in the last few years. These measures will be continued
and stepped up in close cooperation with Dürr. Positive effects are
expected, among other things, through globalized value added and optimized
processes and IT, as well as in the area of purchasing.
HOMAG is a world-leading manufacturer of plant and machinery for the
woodworking industry. The company operates worldwide and holds an estimated
28% share of the world market. In the fields of furniture manufacturing,
structural elements and timber frame house construction, HOMAG offers
perfectly aligned solutions, from the stand-alone machine through to the
complete production line. HOMAG has seen a positive development in the last
few years. In 2013 it achieved sales of EUR 789 million and an EBIT margin
of 4.4%, with around 5,100 employees. Its equity ratio was 33%.
Dürr is a mechanical and plant engineering group that holds leading
positions in the world market in its areas of operation. It generates a
good 80% of its sales in business with the automotive industry. It also
supplies the aircraft, machinery, chemical and pharmaceutical industries
with innovative production and environmental technology. Dürr has 54
business locations in 26 countries worldwide and employs approximately
8,250 staff. In 2013 Dürr achieved sales of EUR 2.4 billion and an EBIT
margin of 8.4%. Its equity ratio was 26%.
Important note: This announcement is neither an offer to buy nor an
invitation to submit an offer to sell shares of HOMAG Group AG. The final
terms of the takeover offer as well as further conditions relating to the
takeover offer will be announced in the offer document following the
approval of the publication of the offer document by the Federal Financial
Services Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht). Investors and holders of shares of HOMAG
Group AG are strongly advised to read the offer document as well as any
other documents relating to the offer as soon as they are published, as
they contain important information.
15.07.2014 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: Dürr Aktiengesellschaft
Carl-Benz-Str. 34
74321 Bietigheim-Bissingen
Germany
Phone: 07142 78-1785
Fax: 07142 78-1716
E-mail: investor.relations@durr.com
Internet: www.durr.com
ISIN: DE0005565204, DE000A1EWGX1, XS1048589458
WKN: 556520, A1EWGX, A1YC44
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard), Stuttgart;
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München
End of Announcement DGAP News-Service
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DGAP-Adhoc: Dürr AG secures 75.8% of the voting rights and 53.7% of the shares of HOMAG Group AG and announces a takeover offer to acquire the remaining shares
| Source: EQS Group AG