Founding Family Kreke and Advent International Announce Voluntary Public Tender Offer for DOUGLAS Holding AG
The Kreke family and Advent International jointly want to carry forward the success story of the DOUGLAS Group
Increased market presence and integrated sales channels as growth drivers
Cash offer to all shareholders of EUR 38 per share, no further increase
Major shareholders have committed themselves to sell their shares: 50.5 percent already secured
The DOUGLAS founding family Kreke and Advent International intend to jointly develop DOUGLAS Holding AG and pave the way for sustainable profitable growth. Beauty Holding Three AG, a holding company, which is held indirectly through funds advised by Advent International, today announced a voluntary public tender offer for all outstanding shares of DOUGLAS Holding AG. The offer price will be EUR 38 per share in cash. Advent International is one of the world's leading private equity firms.
Under the terms of the public tender offer, DOUGLAS shareholders will receive a premium of 41.6 percent over the four-week volume weighted average price of DOUGLAS shares of EUR 26.83 prior to the emergence of takeover rumors on 11 January 2012. In the offer document the bidder will commit itself to not increase the offer price of EUR 38. The minimum acceptance threshold will be 75 percent.
The acceptance of 50.5 percent of the share capital of DOUGLAS Holding AG has already been secured. The Kreke family as well as the major shareholders Oetker and Müller have made a binding commitment to accept the offer at the announced price and to sell their shares. With execution of the public tender offer the Kreke family will become an indirect 20 percent shareholder in Beauty Holding Three AG (the bidder). The remaining shares are held by funds advised by Advent International.
The Kreke family and Advent International jointly want to carry forward the success story of the DOUGLAS Group, identify the company's growth opportunities and systematically realize its potential by combining their strengths for the benefit of the Group. The Kreke family stands for retail expertise throughout generations. As a strong, longer-term investor, Advent International stands for a constructive cooperation with the management and further international expansion.
jointly with the management. Major focus will be placed on an increased presence in the domestic and international markets as well as the rapid innovative integration of cross-channel sales concepts. With regard to the book business, the partners will actively pursue the restructuring and strategic repositioning to make the division fit for the future. Additionally, the current positioning of the business divisions fashion and confectionery are to be continued in a profit-oriented way.
"The objective of this transaction is to transfer the DOUGLAS Group into a stable ownership structure, further develop its strategy, and position the group for sustainable profitable growth. We are combining the values and entrepreneurial understanding of our founding family with the international market and sector expertise of a globally leading private equity firm. We are convinced that Advent International is the right partner for us to strategically reposition the DOUGLAS Group and, in the interest of the entire group as well as its dedicated employees, to help create further successful growth. We very much understand that the success of the DOUGLAS Group is based on our outstanding executives and employees. Therefore, the mutual close and trustful cooperation will remain one of the key success factors of the group," said Dr. Jörn Kreke, Founder and Chairman of the Supervisory Board of DOUGLAS Holding AG.
Ralf Huep, General Manager of Advent International in Frankfurt, comments: "Over the years, the Kreke family and the management team have created one of the leading retail groups in Europe, which is broadly positioned and highly recognized throughout the industry. The company stands for strong brands, outstanding quality and excellent customer service. We are convinced that the DOUGLAS Group has great potential, and we are looking forward to promoting the strategic development together with the management and the employees."
Ranjan Sen, General Manager of Advent International in Frankfurt, adds: "We are convinced that the public tender offer is very attractive. Together with the Kreke family we will support the management board and the employees to successfully continue the growth course of the DOUGLAS Group and seize new opportunities offered by the structural change in the retail sector."
Advent International has been operating in Germany for more than 20 years and works in close partnership with the management teams of its portfolio companies. Advent International's retail transactions include Takko Fashion, Swiss travel retailer Dufry and the French fashion company Gérard Darel.
About DOUGLAS Holding AG
With annual sales of more than EUR 3 billion, the DOUGLAS Group ranks amongst the leading European retailers. As a company listed in the MDAX the DOUGLAS Group represents "Excellence in Retailing" - with outstanding service, top quality products, an experiential store ambiance, and the friendliest employees in the business. The Group's five retail divisions - Douglas perfumeries, Thalia bookstores, Christ jewelry stores, AppelrathCüpper fashion stores, and Hussel confectioneries - are among the market leaders and trendsetters in their respective sectors. The more than 24,000 employees provide a high level of service in the 1,900 specialty stores. In its state-of-the-art online shops the DOUGLAS Group also offers its outstanding service on the Internet.
For further information please go to www.douglas-holding.com.
Important legal information / Disclaimer
On 15 October 2012, Beauty Holding Three AG (the "Bidder") published its decision to make a voluntary public takeover offer to the shareholders of DOUGLAS Holding AG (the "DOUGLAS Shareholders") to acquire all shares in DOUGLAS Holding AG (the "DOUGLAS Shares") by way of a voluntary public takeover offer (the "Offer" or the "Takeover Offer").
This announcement is neither an offer to purchase nor an invitation to submit for sale the shares of DOUGLAS Holding AG. The final conditions of the tender offer as well as other provisions pertaining to the tender offer will be made known with the publication of the offer document as permitted by the Federal Financial Supervisory Authority (BaFin). The final conditions of the tender offer may differ from the general information described here. It is urgently recommended that investors and owners of shares of DOUGLAS Holding AG read the entire offer document and all documents connected with the offer as soon as they are made known, because they will contain important information.
The Takeover Offer is being issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG and the German Ordinance on the Contents of Offer Documents, the Consideration Payable in relation to Takeover Offers and Mandatory Offers, and Exemptions from the Obligation to Publish and Submit an Offer ("WpÜG Offer Regulation") and certain applicable provisions of U.S. federal securities law. The Takeover Offer will not be executed according to the provisions of other legal systems than those of the Federal Republic of Germany and certain applicable provisions of U.S. federal securities law (especially the legal systems of Canada, Australia and Japan). Other than in the Federal Republic of Germany, no further registrations, authorizations or approvals of the Takeover Offer have been and shall be procured, granted or applied for. The DOUGLAS Shareholders cannot rely on having recourse to provisions for the protection of investors according to another legal system than that of the Federal Republic of Germany. Each purchase agreement resulting from the be interpreted in accordance with said laws.
DOUGLAS Shareholders in the United States (the "U.S. Shareholders") are notified that this Offer is being made in respect of securities of a company which qualifies as a foreign private issuer under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and whose shares are not registered pursuant to Section 12 of the Exchange Act. Before determining whether to sell DOUGLAS Shares, U.S. Shareholders should carefully read the section "Important information for U.S. Shareholders" of the offer document because there are considerable differences between this Takeover Offer and public tender offers for securities of U.S. companies.
This Takeover Offer is being made in reliance on, and in compliance with exemptions from the application of certain provisions of the Exchange Act. Consequently, the Bidder is not required to comply with all of the tender offer rules under the Exchange Act and accordingly is subject to publication and other procedural requirements with regard to, inter alia, withdrawal rights, offer period, settlement procedures, and timing of payments, which may differ from the relevant requirements governing public tender offers in the United States.acceptance of this Takeover
Founded in 1984, Advent International is one of the world's leading global buyout firms, with offices in 16 countries on four continents. Advent International is advised on investments in Germany by Advent International GmbH, Frankfurt. A driving force in international private equity for more than 28 years, Advent International has built an unparalleled global platform of over 160 investment professionals across Western and Central Europe, North America, Latin America and Asia. The firm focuses on international buyouts, strategic repositioning opportunities and growth buyouts in five core sectors, including healthcare, working actively with management teams to drive revenue growth and earnings improvements in portfolio companies. Since inception, Advent International has raised € 19.4 billion in private equity capital and, through its buyout programmes, has completed over 270 transactions in 35 countries.
For further information please go to www.adventinternational.com.