RAS Beteiligungs GmbH
XXXLutz Group announces voluntary public takeover offer with support of c. 50 % of shareholders for home24

• Highly attractive offer of EUR 7.50 per share, representing a premium of 124 % over the closing price of home24 shares on 4 October 2022 and a premium of 142 % over the three-month volume-weighted average share price
• Extensive Business Combination Agreement regulates future cooperation between the two companies
• XXXLutz plans to provide long-term strategic and financial support for the growth strategy of home24
• home24 will remain independent and continue to operate under the leadership of the current management team
• The Management Board and Supervisory Board of home24 support the offer
• No minimum acceptance threshold intended
• XXXLutz has subscribed to a capital increase amounting to approximately 10% of the current share capital in order to support the growth strategy of home24
• XXXLutz has secured irrevocable undertakings from shareholders representing approximately 50 % of the current share capital of home24
• Through the support of large shareholders in providing irrevocable undertakings to tender their shares along with the shares to be issued through the capital increase, share purchases and other instruments to date, XXXLutz has in total already secured a c. 60 % stake in the future share capital of home24

Wels, 5 October 2022 – The XXXLutz Group (“XXXLutz”) today announced its decision to submit a voluntary public cash takeover offer (the ”Offer”) for all outstanding shares of home24 SE (“home24”) to all home24 shareholders. home24 is a leading e-commerce platform in the home & living segment and is listed in the Prime Standard on the Frankfurt Stock Exchange.

XXXLutz will offer the home24 shareholders a cash consideration of EUR 7.50 per share. The offer price represents an attractive premium of 124 % over the XETRA closing share price of home24 on 4 October 2022, the last trading day prior to the announcement of the intention to launch the Offer, and a premium of 142 % over the volume-weighted average share price during the three months prior to the announcement of the Offer.

To support home24’s growth strategy and financial position in the long-term, XXXLutz has committed to subscribe to a capital increase from authorized capital amounting to approximately 10% of the share capital. Through the support of large shareholders in providing irrevocable undertakings along with the shares to be issued through the capital increase and share purchases as well as other instruments to date, XXXLutz has in total already secured a c. 60 % stake in the future share capital of home24.

In the Business Combination Agreement signed today, XXXLutz and home24 have agreed on the core points for the future cooperation of both companies. XXXLutz plans to provide long-term strategic and financial support for the growth strategy of home24 and in particular to further reinforce and expand home24’s market position as a pure-play home & living e-commerce destination. It is also a priority for XXXLutz that home24 continues to be managed on its own responsibility and led by the current management team. In addition, the headquarters of the company will remain in Berlin and the key locations of the home24 Group will be retained. The core brands of the home24 Group, including home24 and Butlers, will continue as independent brands. The Management Board and Supervisory Board of home24 plan to support the Offer and advise shareholders to accept it, subject to due diligence and fiduciary duties and pending an assessment of the offer document to be published by the bidder.

The current overall macroeconomic situation, impacted by inflation and geopolitical tensions, is challenging. This is also reflected in consumer confidence, among other areas. XXXLutz and home24 are convinced that XXXLutz can serve as a financially strong partner and provide home24 with the stability and impetus it needs to pursue its future path in the current market environment.

“With its strong brand and leading position in the online home and living market, home24 is an ideal addition to XXXLutz. We are impressed by what the home24 team has built over the last few years. As a strong partner, XXXLutz will support home24 in securing the company’s future through the current uncertain market environment and in seizing future growth opportunities based on its innovative business model. home24 will maintain its online pure-play focus as an independent company and benefit from the strength of the XXXLutz Group. Our Offer enables shareholders to benefit from a significant premium of 124 %”, said Mag. Thomas Saliger, spokesperson of the XXXLutz Group.

“We are delighted to continue our journey to become the leading online destination for Home & Living together with XXXLutz as a strong partner. For us as a management team, it was particularly important that XXXLutz shares and actively supports the vision of home24, assists us in its implementation and sees us continuing to operate as an independent company. We are convinced that together with XXXLutz we will significantly increase our robustness and punch in the furniture market,” said Marc Appelhoff, CEO of home24. “The fact that we were able to attract a strong strategically oriented investor for home24 in times of global political tensions and depressed consumer sentiment is a vote of confidence in our business model. We are convinced that we have found a very good path for our employees as well as for shareholders and other stakeholders.”

Completion of the Offer will be subject to customary antitrust approvals as well as further customary conditions. However, the Offer will not be subject to a minimum acceptance threshold. XXXLutz has made a commitment not to conclude a domination and profit-and-loss transfer agreement for a period of at least three years after execution of the transaction. XXXLutz is considering a Delisting of the home24 shares from the stock exchange following completion of the Offer.

The detailed terms and conditions of the Offer and further provisions in connection with the takeover offer will be contained in the offer document, which will be subject to approval by the German Federal Financial Supervisory Authority (“BaFin”). After approval by BaFin, the offer document will be published and the acceptance period will commence. The offer document and all other information on the Offer will be published on the following website: www.xxxlutz-offer.com

XXXLutz is supported by Macquarie Capital and UniCredit as M&A advisors. Kirkland & Ellis International LLP is acting as the legal advisor of XXXLutz.

About XXXLutz
XXXLutz has grown steadily in the 77 years of its existence. The XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of EUR 5.34 billion, XXXLutz Group is one of the three largest furniture retail groups in the world.

About home24
home24 is a leading pure-play home & living e-commerce platform in continental Europe and Brazil. With more than 250,000 home & living products in Europe and over 200,000 articles in Latin America, home24 offers a unique selection of large and small furniture pieces, garden furnishings, mattresses and lighting. home24 is headquartered in Berlin and employs around 3000 people worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and an additional 25 in the rest of Europe. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5).

Media spokesperson on the subject of the transaction:

FTI Consulting Germany
Thomas M. Krammer
Tel.: +49 170 282 7848
Email: thomas.krammer@fticonsulting.com

Spokesperson for trade media:

XXXLutz Group
Mag. Thomas Saliger
Company Spokesman of the XXXLutz Group
Römerstrasse 39, 4600 Wels
Email: sal@lutz.at


Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.