XXXLutz Group announces a voluntary tender offer with the support of c. 50% shareholders for home24

EQS-News: RAS Beteiligungs GmbH / Tag(s): Mergers & Acquisitions/Takeover
XXXLutz Group announces a voluntary tender offer with the support of c. 50% shareholders for home24
05.10.2022 / 18:37 CET/EST
The issuer is solely responsible for the content of this announcement.

XXXLutz Group announces a voluntary tender offer with the support of c. 50% shareholders for home24

  • Very attractive offer of EUR 7.50 per share, representing a 124% premium to home24’s closing share price on October 4, 2022 and a 142% premium to the three-way volume-weighted average price month

  • Extensive business combination agreement regulates future cooperation between the two companies

  • XXXLutz plans to provide long-term strategic and financial support for home24’s growth strategy

  • home24 will remain independent and continue to operate under the current management team

  • Home24’s Management Board and Supervisory Board support the offer

  • No minimum acceptance threshold provided

  • XXXLutz has subscribed to a capital increase of approximately 10% of the current share capital in order to support home24’s growth strategy

  • XXXLutz has obtained irrevocable commitments from shareholders representing approximately 50% of home24’s current share capital

  • Thanks to the support of significant shareholders by providing irrevocable commitments to tender their shares with the shares to be issued in the context of the capital increase, share purchases and other instruments to date, XXXLutz has already obtained a total of one c. 60% stake in the future share capital of home24

Wels, October 5, 2022 – XXXLutz Group (“XXXLutz”) today announced its decision to submit a voluntary tender offer (the “Offer”) for all outstanding shares of home24 SE (“ home24”) to all home24 shareholders. home24 is a leading e-commerce platform in the home and life segment and is listed on the Prime Standard of the Frankfurt Stock Exchange.

XXXLutz will offer home24 shareholders a cash consideration of EUR 7.50 per share. The offer price represents an attractive 124% premium to home24’s closing XETRA share price on October 4, 2022, the last trading day before the announcement of the intention to launch the Offer, and a 142% premium to the volume-weighted price. average share price over the three months preceding the announcement of the Offer.

In order to support home24’s long-term growth strategy and financial situation, XXXLutz has undertaken to subscribe to a capital increase from the authorized capital amounting to approximately 10% of the share capital. Thanks to the support of significant shareholders by providing irrevocable undertakings with the shares to be issued in the context of the capital increase and the share purchases as well as other instruments to date, XXXLutz has already obtained in total a c . 60% stake in the future share capital of home24.

In the Business Combination Agreement signed today, XXXLutz and home24 have agreed on the essential points of the future cooperation of the two companies. XXXLutz plans to provide long-term strategic and financial support to home24’s growth strategy and in particular to strengthen and expand home24’s market position as a pure play home & living e-commerce destination. It is also a priority for XXXLutz that home24 continues to be managed under its own responsibility and led by the current management team. In addition, the company’s headquarters will remain in Berlin and the key locations of the home24 group will be retained. The main brands of the home24 group, including home24 and Butlers, will remain independent brands. home24’s Management Board and Supervisory Board consider supporting the Offer and advise shareholders to accept it, subject to due diligence and fiduciary duties and pending an assessment of the offer document to be published by the initiator.

The current global macroeconomic situation, impacted by inflation and geopolitical tensions, is difficult. This is also reflected in consumer confidence, among others. XXXLutz and home24 are confident that XXXLutz can serve as a financially strong partner and provide home24 with the stability and momentum it needs to pursue its future path in the current market environment.

“With its strong brand and leading position in the online home and living market, home24 is an ideal complement to XXXLutz. We are impressed with what the home24 team has built over the past few years. As a strong partner, XXXLutz will help home24 secure the company’s future in the current uncertain market environment and seize future growth opportunities based on its innovative business model. home24 will maintain its pure online play orientation as an independent company and benefit from the strength of the XXXLutz group. Our Offer allows shareholders to benefit from a significant premium of 124%,” said Mag. Thomas Saliger, spokesperson for the XXXLutz group.

“We are excited to continue our journey to become the leading online destination for Home & Living with XXXLutz as a strong partner. For us as the management team, it was particularly important that XXXLutz actively shared and supported the vision from home24, supports us in its implementation and sees us continue to operate as an independent company. We are convinced that together with XXXLutz we will significantly increase our robustness and strength in the furniture market“, said Marc Appelhoff , CEO of home24 “The fact that we have been able to attract a solid and strategically oriented investor for home24 in these times of stress and consumer depression is a vote of confidence in our business model. We are convinced that we have found a very good path for our employees as well as for shareholders and other stakeholders.

Completion of the Offer will be subject to customary antitrust clearances and other customary conditions. However, the Offer will not be subject to a minimum acceptance threshold. XXXLutz has agreed not to enter into any domination and profit and loss transfer agreement for a period of at least three years after completion of the transaction. XXXLutz is considering a delisting of home24 shares from the stock exchange after completion of the offer.

The detailed terms and conditions of the Offer and other provisions relating to the tender offer will be contained in the offer document, which will be subject to the approval of the German Federal Financial Supervisory Authority (” BaFin”). After approval by BaFin, the offer document will be published and the acceptance period will begin. The offer document and all other information about the Offer will be published on the following website: www.xxxlutz-offer.com

XXXLutz is backed by Macquarie Capital and UniCredit as M&A advisors. Kirkland & Ellis International LLP is acting as legal counsel to XXXLutz.

About XXXLutz
XXXLutz has grown steadily over its 77 years of existence. XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of 5.34 billion euros, the XXXLutz Group is one of the three largest furniture distribution groups in the world.

About home24
home24 is one of the leading e-commerce platforms for home and living in continental Europe and Brazil. With over 250,000 home and living products in Europe and over 200,000 items in Latin America, home24 offers a unique selection of small and large furniture, garden furniture, mattresses and lighting. home24 is headquartered in Berlin and employs approximately 3,000 people worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and another 25 in the rest of Europe. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5).

Media spokespersons regarding the transaction:

FTI Consulting Germany
Thomas M. Krammer
Such. : +49 170 282 7848
Email: [email protected]

Professional Media Spokesperson:

XXXLutz Group
Mag. Thomas Saliger
XXXLutz Group Company Spokesperson
Römerstrasse 39, 4600 Wels
Email: [email protected]

Important Notice

This announcement does not constitute an offer to buy or a solicitation of an offer to sell shares of the Company. The Offer itself as well as its terms and conditions and other provisions relating to the Offer will be set out in detail in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has authorized the publication of the document. of offer. Investors and holders of shares in the Company are strongly advised to carefully read the offer document and all other relevant documents relating to the Offer as soon as they become available as they will contain important information.

The Offer will be subject exclusively to the laws of the Federal Republic of Germany and certain applicable provisions of the securities laws of the United States of America. Any agreement entered into as a result of acceptance of the Offer shall be exclusively governed by the laws of the Federal Republic of Germany and shall be construed in accordance with those laws.

05.10.2022 CET/CEST Broadcast of a Corporate News, transmitted by EQS – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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