Steilmann Holding AG
Steilmann intends acquisition of Adler Modemärkte AG
Steilmann Holding AG / Key word(s): Offer Steilmann intends acquisition of Adler Modemärkte AG – Steilmann and Equinox plan long-term strategic engagement in Adler through acquisition – Adler equity stake of 49.96% already secured – Adler is to continue operating as a stock market listed company and brand – Acquisition of Adler enables positive economies of scale for both parties Bergkamen, 21 March 2013. Steilmann Holding AG plans to take over the majority of shares of Adler Modemärkte AG. For this purpose, Steilmann's subsidiary Steilmann-Boecker Fashion Point GmbH & Co. KG and Excalibur I, an investment vehicle controlled by private equity investor Equinox, founded a bidding company with Steilmann as the majority shareholder and obtained a binding commitment to acquire an equity stake of 49.96% of Adler shares. The shares come from the investment company BluO and will be acquired at a price of EUR 5.75 per share. Furthermore, the bidding company will submit a voluntary public takeover offer to the shareholders. Adler's stock market listing and free float are to be retained As long-term oriented anchor investors, Steilmann and Equinox plan to retain Adler Modemärkte AG and its business model permanently and want to strategically develop the company as a major asset within the Steilmann Group. In the course of this, emphasis is put on the continuation of Adler Modemärkte AG as a company listed in the Prime Standard of the Frankfurt Stock Exchange with a significant free float. Win-win situation: Acquisition has great potential for both sides Steilmann Holding AG, which is based in Bergkamen, Germany, has been operating very successfully as a fully vertically integrated fashion group and covers the entire value chain of the fashion industry: collection design, purchasing and production as well as retail shops. The takeover creates tremendous opportunities for a successful future for both Steilmann and Adler: On the one hand, the Adler brand is an appropriate addition to Steilmann's existing brand portfolio with the labels Kapalua, Apanage, Steilmann, Roadsign Australia and Stones. Furthermore, Steilmann consolidates its market position as an established fashion company in Europe with this acquisition and underlines its growth ambitions. On the other hand, Adler will gain new strategic opportunities, for example the potential use of Steilmann's purchasing and production capacities in East Asia. Moreover, Steilmann's commitment as an anchor investor provides a solid basis for further development of the Adler brand within the Steilmann Group. Jointly, the companies generate an annual sales volume of more than EUR 1bn, enabling further economies of scale. Voluntary public takeover offer to Adler shareholders In the course of the takeover of the block of shares in Adler, the bidding company intends to make a voluntary public takeover offer to purchase the bearer shares held by the Adler Modemärkte AG shareholders. In accordance with the legal regulations, the intention is to offer the shareholders the legally required minimum price. The price is calculated from the weighted average domestic stock market price of the last three months prior to the publication of the decision to launch the takeover offer, but is at least EUR 5.75. The takeover offer follows the conditions that are to be set forth in the offer document. The offer document will also be published on www.adler-offer.de after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
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Contact Important legal information / Disclaimer On 20 March 2013, Blitz 13-310 GmbH (in the future S&E Kapital GmbH) (the 'Bidder') published its decision to make a voluntary public takeover offer to the shareholders of Adler Modemärkte AG (the 'Adler Shareholders') to acquire all shares in Adler Modemärkte AG (the 'Adler 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 make an offer to sell Adler Shares. The final terms and conditions of the Takeover Offer as well as other provisions pertaining to the Takeover Offer will be made known with the publication of the offer document as approved by the German Federal Financial Supervisory Authority (BaFin). The terms and conditions of the Takeover Offer may differ from the general information described here. Investors and Adler Shareholders are strongly recommended to read the offer document and all documents in connection with the Takeover Offer as they are published, since they will contain important information. The Takeover Offer will be issued exclusively under the laws of the Federal Republic of Germany, especially under the German Takeover Act ('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'). The Takeover Offer will not be executed according to the provisions of other legal systems than those of the Federal Republic of Germany (especially the legal systems of the United States of America, Canada, Australia and Japan). Other than in the Federal Republic of Germany, no further registrations, authorizations, admissions or approvals of the Takeover Offer have been and will be procured, granted or applied for. The Adler 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 acceptance of this Takeover Offer is subject exclusively to the laws of the Federal Republic of Germany and is to be interpreted in accordance with said laws. End of Corporate News 21.03.2013 Dissemination of a Corporate News, transmitted by DGAP – a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP’s Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de |
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