Tender offer published for DOUGLAS Holding AG: Acceptance period starts
- BaFin approves offer document
- Acceptance period runs from 31 October 2012 to 4 December 2012
- Offer price EUR 38 per share; binding commitment in offer document not to increase the offer price
The DOUGLAS founding family Kreke and Advent International have attained a key milestone on their way to jointly advancing the Group's strategic development with the publication of the offer document and the start of the acceptance period.
Beauty Holding Three AG, a holding company, which is held indirectly through funds advised by Advent International, today published the offer document for the voluntary public tender offer for the acquisition of all shares in DOUGLAS Holding AG. The offer document was prepared on the basis of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz/WpÜG) and approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht/BaFin). It is available from today at www.douglas-offer.com.
From today, DOUGLAS shareholders may tender their shares at a price of EUR 38 in cash per share. To do so, they must issue a written declaration to their respective custodian bank. The acceptance period will end at midnight (CET) on 4 December 2012. The bidder expects settlement in respect of the shares tendered in the acceptance period to take place in mid- December. The additional acceptance period is expected to end at midnight (CET) on 21 December 2012 with settlement in respect of the shares tendered in the additional acceptance period expected to take place in the beginning of January 2013.
The price of EUR 38 per share in cash represents a premium of 41.6 percent over the fourweek 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 gives a binding and irrevocable commitment not to increase the offer price.
A total of 50.5 percent of the share capital of DOUGLAS Holding AG has already been contractually secured with undertakings from the Kreke family and major shareholders Oetker and Müller. If the offer is successful and if, amongst other conditions, the 75 percent minimum acceptance threshold is attained, the Kreke family will become an indirect 20 percent shareholder in the bidder (Beauty Holding Three AG). Together with the management, the Kreke family and Advent International want to carry forward the success story of the DOUGLAS Group, identify the company's growth opportunities and systematically realize its potential.
The offer is subject to a number of conditions. These include, inter alia, a minimum acceptance threshold of 75 percent and clearance by antitrust authorities. In the offer document, the bidder gives a binding and irrevocable undertaking not to reduce and not to waive the minimum acceptance threshold of 75 percent. The bidder expects that the clearance by antitrust authorities will be obtained by the end of November 2012.
As of today, the offer document is available for download free of charge at www.douglasoffer.com. In addition, further information may be accessed on the same website.
Furthermore, copies of the offer document and a non-binding English convenience translation are available free of charge from Commerzbank AG, ZCM-ECM Execution, Mainzer Landstrasse 153, 60327 Frankfurt am Main, Germany (orders by fax: +49 69 136-44598 stating a full postal mail address).
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
This announcement is neither an offer to purchase nor an invitation to submit for sale the shares of DOUGLAS Holding AG. The terms and conditions of the takeover offer as well as other provisions pertaining to the takeover offer are solely governed by the offer document which is published in the internet under http://www.douglas-offer.com. The terms and conditions of the takeover offer may differ from the general information described here. It is urgently recommended that investors and owners of shares of DOUGLAS Holding AG ("Douglas Shareholders") read the entire offer document and all documents connected with the takeover offer, because they contain important information.
This announcement contains specific forward-looking statements. These statements do not represent facts and are characterised by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations of Beauty Holding Three AG (the "Bidder") and persons acting in concert with the Bidder pursuant to Section 2 para. 5 sentence 1 and sentence 3 of WpÜG with respect to possible future events, e.g., regarding the possible consequences of the takeover offer for DOUGLAS Holding AG, for those DOUGLAS Shareholders who choose not to accept the takeover offer or for future financial results of DOUGLAS HOLDING AG. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in concert with the Bidder pursuant to section 2 para. 5 sentence 1 and sentence 3 of WpÜG have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by the Bidder and persons acting in concert with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 of WpÜG. The forward-looking statements contained in this announcement could turn out to be incorrect; future events and developments could considerably deviate from the forward-looking statements contained in this announcement.
The takeover offer is issued exclusively under the laws of the Federal Republic of Germany, expecially under the WpÜG and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer ("WpÜG Offer Regulation") and certain applicable provisions of U.S. securities law. The takeover offer is not executed according to the provisions of jurisdictions (including the jurisdictions of Canada, Australia, and Japan) other than those of the Federal Republic of Germany and certain applicable provisions of U.S.
securities law. Thus, no other announcements, registrations, admissions or approvals of the takeover offer outside the Federal Republic of Germany have been filed, arranged for or granted. The Douglas Shareholders cannot rely on having recourse to provisions for the protection of investors according to another jurisdiction than that of the Federal Republic of Germany. Any contract that is concluded on the basis of this takeover offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with them.
DOUGLAS Shareholders in the United States (the "U.S. Shareholders") are notified that this takeover offer is being made in respect of securities of a company that is a foreign private issuer within the meaning of the Securities Exchange Act of of the United States of 1934, as amended (the "Exchange Act") and whose shares are not registered pursuant to Section 12 of the Exchange Act. Before deciding 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.
Advent International GmbH
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, working actively with management teams to drive revenue growth and earnings improvements in portfolio companies. Since inception, Advent International has raised EUR 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.