German industrial engineering group Dürr secures 53.7% stake and 75.8% of voting rights in wood-processing machinery company Homag for €219M, will make voluntary public takeover offer to Homag shareholders to acquire remaining shares
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 € 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 (WpÜG) 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 € 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 (€ 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 € 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 € 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 € 2.4 billion and an EBIT margin of 8.4%. Its equity ratio was 26%.
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.
The executive board
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