DGAP-WpÜG: Takeover Offer / Target company: Deutsche EuroShop AG; Bidder: Hercules BidCo GmbH
DGAP-WpÜG: Hercules BidCo GmbH / Takeover Offer
Takeover Offer / Target company: Deutsche EuroShop AG; Bidder: Hercules BidCo GmbH
23.05.2022 / 08:07 CET/CEST
Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of EQS Group AG.
The bidder is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Publication of the decision to issue a voluntary public
takeover offer pursuant to Sec. 10 (1) in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (WpÜG)
Hercules BidCo GmbH
c/o ECE Real Estate Partners GmbH
registered with the commercial register of the local court (Amtsgericht) Munich under HRB 273857
Deutsche EuroShop AG
registered with the commercial register of the local court (Amtsgericht) Hamburg under HRB 91799
ISIN: DE0007480204 (WKN 748020)
Hercules BidCo GmbH ("Bidder") has decided on 23 May 2022 to offer to the shareholders of Deutsche EuroShop AG ("DES") by way of a voluntary public takeover offer ("Takeover Offer") to acquire all no-par value shares in DES with a notional interest in the share capital of EUR 1.00 per share ("DES Shares"). Subject to the final determination of the minimum price and the final determination in the offer document, the Bidder intends to offer a cash consideration in the amount of EUR 21.50 per DES Share. In addition, the shareholders of DES will receive the amount of the dividend to be paid for the financial year 2021, which is expected to be an amount of EUR 1.00 per DES Share, resulting in a total offer value of EUR 22.50 per DES Share. If the consummation of the Takeover Offer occurs prior to the next annual general meeting of DES, which will resolve upon the distribution of profits for financial year 2021, the cash consideration will be increased by EUR 1.00 per DES Share to EUR 22.50 per DES Share. If the consummation of the Takeover Offer occurs after the next annual general meeting of DES, the shareholders of DES will, in addition to the cash consideration, receive the dividend for the financial year 2021 from DES.
The offer document for the Takeover Offer (in German and a non-binding English translation) and further information on the Takeover Offer will be published on the internet at www.hercules-offer.com.
The Bidder is a wholly-owned indirect subsidiary of Hercules Holdings S.à r.l., a holding company which will be jointly controlled by affiliates of Oaktree Capital Group Holdings GP, LLC and Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. & Co., which is ultimately controlled by Mr. Alexander Otto.
The Takeover Offer will be subject to certain conditions to be set out in the offer document, such as a minimum acceptance threshold of 50% plus one share (including certain shares already held by Alexander Otto and entities controlled by him including CURA Vermögensverwaltung G.m.b.H. & Co.), merger control clearances, and other customary conditions.
The Bidder does not intend to enter into a domination and/or profit and loss transfer agreement with DES. Further, the Bidder does not intend a delisting of the DES Shares from the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).
The Bidder has entered into an investment agreement with DES today, which sets forth the basic parameters of the Takeover Offer. Based on the investment agreement, the Executive Board and the Supervisory Board of DES support the planned offer and its acceptance by the shareholders of DES.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell DES Shares. The final terms of the Takeover Offer as well as other provisions relating to the Takeover Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Takeover Offer to the extent legally permissible. Investors and holders of DES Shares are strongly advised to read the Offer Document and all other documents relating to the Takeover Offer as soon as they have been made public, as they will contain important information. The offer document for the Takeover Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Takeover Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet at www.hercules-offer.com.
The Takeover Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The Takeover Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany. Investors and holders of DES Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of the respective national law.
The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional DES Shares outside the Takeover Offer on or off the stock exchange. If such acquisitions take place, information on such acquisitions, including the number of DES Shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany or any other relevant jurisdiction.
To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting in concert with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting in concert with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control or the control of the persons acting in concert with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it will change their intentions and estimates stated in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.
Hamburg, 23 May 2022
Hercules BidCo GmbH
23.05.2022 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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1346371 23.05.2022 CET/CEST
Quelle: boersengefluester.de und Firmenangaben
Die wichtigsten Finanzdaten auf einen Blick
|Ergebnis je Aktie8
Geschäftsbericht 2021 - Kostenfrei herunterladen.
1 in Mio. Euro; 2 EBITDA = Ergebnis vor Zinsen, Steuern und Abschreibungen; 3 EBITDA in Relation zum Umsatz; 4 EBIT = Ergebnis vor Zinsen und Steuern; 5 EBIT in Relation zum Umsatz; 6 Jahresüberschuss (-fehlbetrag) in Relation zum Umsatz; 7 Cashflow aus der gewöhnlichen Geschäftstätigkeit; 8 in Euro; Quelle: boersengefluester.de
||Kurs in €
||Börsenwert in Mio. €
|Dividende '22 in €
||Dividende '23e in €
||Performance 52 Wochen