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HORNBACH Baumarkt submits delisting application to Frankfurt Stock Exchange

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

  • Offer period for HORNBACH Baumarkt shareholders ends on February 22, 2022
  • Execution of the delisting is expected to become effective by early March 2022 at the latest

Bornheim (Palatinate), Germany, February 2, 2022. HORNBACH Baumarkt AG (“HORNBACH Baumarkt”) plans to withdraw from the stock exchange in the course of the public delisting tender offer of HORNBACH Holding AG & Co. KGaA (“HORNBACH Holding”) to the shareholders of HORNBACH Baumarkt. For this purpose, HORNBACH Baumarkt applied for the revocation of the admission of HORNBACH Baumarkt shares to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange on January 31, 2022.

HORNBACH Baumarkt shareholders may accept the delisting tender offer by HORNBACH Holding at € 47.50 in cash per share still prior to the delisting from the Frankfurt Stock Exchange. The acceptance period commenced with the publication of the offer document on January 14, 2022 and will end at midnight (CET) on February 22, 2022.

The delisting tender offer will not be extended and is not subject to any conditions. The termination of the HORNBACH Baumarkt listing on 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 HORNBACH Baumarkt shares.

In their joint reasoned opinion published on January 21, 2022, the Management Board and Supervisory Board of HORNBACH Baumarkt recommended that all Baumarkt shareholders accept the offer of HORNBACH Holding and tender their shares.

Further information on the delisting tender offer is available at www.pluto-offer.com and on the company’s Investor Relations website.

***

Press and Investor Relations contacts

Antje Kelbert

Head of Communications and Investor Relations

Phone: +49 (0) 6348 / 60 2444

Email: antje.kelbert@hornbach.com

Florian Preuß

Head of Public Relations

Phone: +49 (0) 6348 / 60 2571

Email: florian.preuss@hornbach.com

Anne Spies

Investor Relations Manager

Phone: +49 (0) 6348 / 60 4558

Email: anne.spies@hornbach.com

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.

Important notice

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.

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Contact person

Antje Kelbert
Head of Communications
and Investor Relations

T +49 (0) 6348-60-2444

F +49 (0) 6348-60-4299

antje.kelbert@hornbach.com

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