HORNBACH Holding AG & Co. KGaA
/ Key word(s): Agreement
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 One Group - One Listing HORNBACH Holding to take HORNBACH Baumarkt private
Albrecht Hornbach, CEO of HORNBACH Holding, says: "The delisting of HORNBACH Baumarkt AG is a logical step in our company's journey. Going forward it enables us to improve HORNBACH's 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. Our delisting tender offer represents an attractive opportunity for shareholders of HORNBACH Baumarkt to sell their shares at an attractive price. Moreover, they may participate in the future value creation potential of the Group by reinvesting their proceeds in HORNBACH Holding shares." HORNBACH Baumarkt was listed separately from HORNBACH Holding after its IPO in 1993 to help facilitate the international development of the Group. There have been two separately listed shares since this time. From a management perspective the operations of the business have in the meantime outgrown the current capital structure and the separate listing of HORNBACH Baumarkt AG no longer serves a purpose for the Group as a whole. The low free float leads to low liquidity of the shares in the market with average daily trading volume of 29,651 shares not reflecting a proper valuation of the company. In addition, separate access to the capital market is not required for HORNBACH Baumarkt as adequate access to capital is secured via the HORNBACH Holding. A delisting of HORNBACH Baumarkt will reduce the complexity of legal and regulatory requirements and free up management time to focus on the Group's growth agenda, implement its strategy and operating the business. The intention to delist HORNBACH Baumarkt is also in line with shareholder and analyst feedback as well as broader market trends on the simplification of listing structures. Erich Harsch, CEO of HORNBACH Baumarkt AG, adds: "We are fully supportive of the transaction as it will enable us to be more agile and even more focused on implementing our successful strategy and operating the business. For our employees nothing changes as a result of the delisting. And for our customers, we remain the first address for their construction, garden and DIY projects." The simplification of HORNBACH Group through the delisting tender offer to the shareholders of HORNBACH Baumarkt will remove the legacy structure and represents an opportunity to both sets of shareholders to unlock value. A cleaner structure strengthens the HORNBACH Group's capital market profile and is expected to drive liquidity and have a positive effect on the valuation of the shares of HORNBACH Holding. One listing will also support sustainable growth at Group level, ultimately enabling HORNBACH to gain further market share across Europe in a structurally growing market. Albrecht Hornbach adds: "With the decision to delist HORNBACH Baumarkt, we are also paving the way for greater transparency and competitiveness. We will continue our successful business strategy to strengthen our position as one of the most attractive home improvement stocks in Europe with a clearly defined equity story and a strong commitment to the capital markets. In addition, having the Hornbach families as long-term anchor shareholder on board with highest identification to the business will ensure long-term value creation by promoting entrepreneurial and strategic flexibility." An investment in the HORNBACH Group is an investment in a long-established family company with a history stretching back of more than 140 years and considerable further growth potential. HORNBACH Group is one of Europe's leading retailer for building, garden and DIY. The Group's successful business model is supported by structural trends centered around an increased focus on the home ("cocooning"), working from home, a growing renovation market as well as consolidation in the home improvement industry in Western Europe. HORNBACH offers an attractive customer proposition, achieving highest customer satisfaction rates across multiple markets. Its powerful multichannel customer proposition has delivered e-commerce sales in excess of € 1 billion in addition to its physical store presence, with the Group continuing to investing in both its physical and online infrastructure on an ongoing basis. The Group's competitive advantage is driven by an organically grown platform in nine countries, a comprehensive digitization strategy, a consistent combination of all sales channels, successful private brands, and a high proportion of project and commercial customers. Strong Q3 results testimony to superior business model HORNBACH Group raised its full year guidance on net sales and earnings forecast for the fiscal year 2021/22 on 7 December 2021. While there remain significant uncertainties in the assessment of the Group's business performance for the remainder of the financial year due to the ongoing unpredictability of the COVID-19 pandemic, HORNBACH Holding and HORNBACH Baumarkt both now expect to deliver between 2% and 7% growth in net sales. The adjusted EBIT forecast at HORNBACH Holding was raised to between € 330 million and € 380 million and to between € 280 million and € 330 million for HORNBACH Baumarkt. The final financial results for the third quarter and the first 9 months 2021/22 will be published on December 22, 2021. Next steps in the process 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. Shareholders of HORNBACH Baumarkt therefore have the opportunity to tender their shares into the delisting tender offer before termination of the stock exchange listing on the regulated market. The delisting from the regulated market will also terminate some of the comprehensive financial reporting obligations and capital market publication requirements of HORNBACH Baumarkt. The delisting tender offer is fully backed by a short term debt facility to be re-financed in due course by a balanced long-term financing structure comprising of debt and/or equity instruments, fully in line with our strategy to at least maintain our S&P BB+ rating. Further re-financing initiatives may be considered in due course. The Company remains committed to a strong balance sheet backed by a high quality property asset base. HORNBACH Holding will continue to pay a dividend to shareholders which aims for a payout ratio of 30% and will be at least equal to the previous year's level. The offer document (once available) and other information pertaining to the public delisting tender offer will be made available on the following website: www.pluto-offer.com Financing will be provided by Deutsche Bank and Commerzbank. Deutsche Bank is also acting as financial advisor and Tender Offer Agent and Rothschild & Co. as advisor. Gleiss Lutz is acting as legal counsel to HORNBACH Holding and Brunswick Group as communications advisor. Hogan Lovells is acting as legal counsel to HORNBACH Baumarkt. You are welcome to attend an analyst and investor conference call today at 4 p.m. CET where further information about the delisting offer will be explained and any questions you may have in this regard will be answered. You can attend the conference online via Meetyoo: https://webcast.meetyoo.de/reg/282dEPx5GMFJ ***
About HORNBACH Group Important notice The delisting tender offer will be 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 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 purchase, or conclude agreements to purchase, shares of HORNBACH Baumarkt AG, directly or indirectly, outside of the scope of the delisting tender offer, before, 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.
20.12.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. |
Language: | English |
Company: | HORNBACH Holding AG & Co. KGaA |
Hornbachstraße 11 | |
76879 Bornheim | |
Germany | |
ISIN: | DE0006083405 |
WKN: | 608340 |
Indices: | SDAX |
Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange |
EQS News ID: | 1260024 |
End of News | DGAP News Service |
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1260024 20.12.2021