EQS-WpÜG: Tender Offer / Target company: H&R GmbH & Co. KGaA; Bidder: H&R Holding GmbH

Publication of the decision to make a voluntary public tender offer pursuant to Section 10 para. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG)

 

Bidder:

H&R Holding GmbH

Am Sandtorkai 64

20457 Hamburg

Federal Republic of Germany

Registered with the commercial register of the local court of Hamburg under HRB 104450
 

Target Company:

H&R GmbH & Co. KGaA

Neuenkirchener Straße 8

48499 Salzbergen

Federal Republic of Germany

Registered with the commercial register of the local court of Osnabrück under HRB 210689

 

WKN: A2E4T7 / ISIN: DE000A2E4T77

 

On 16 May 2025, H&R Holding GmbH (the Bidder) has decided to launch a voluntary public tender offer (the Offer) to all shareholders (the H&R Shareholders) of H&R GmbH & Co. KGaA (H&R KGaA) to acquire all no-par-value bearer shares in H&R KGaA, each representing a pro-rata amount of the share capital of approximately EUR 2.56 per share (the H&R Shares) against payment of a consideration in cash. The Bidder intends to offer the Shareholders a consideration in the amount of EUR 5.00 per H&R Share. This corresponds to a premium of (i) 31.23 % compared to yesterday's closing price of the H&R Share in the electronic trading system XETRA, (ii) 28.46 % compared to the volume-weighted XETRA average price of the H&R Share during the last three months prior to this publication and (iii) 32.79 % compared to the volume-weighted XETRA average price of the H&R Share during the last six months prior to this publication.

The Offer will not be aimed at obtaining control over H&R KGaA. The Bidder and the controlling Shareholder of the Bidder, Mr. Nils Hansen, already exercise control within the meaning of Sec. § 29 para. 2 WpÜG over the target company because more than 30 % of the voting rights in H&R KGaA are attributed to them.

Furthermore, the Bidder has today entered into a contribution agreement with Wilhelm Scholten Betei-ligungen GmbH, Ölfabrik Wilhelm Scholten GmbH and SRS Schmierstoff Vertrieb GmbH, each of which is controlled by Mr. Wilhelm Scholten and together currently hold 6.06 % of the shares in H&R KGaA. Under the Contribution Agreement, the Bidder has a claim to the contribution of the H&R Shares held by the aforementioned companies to its subsidiary H&R Beteiligung GmbH. The contribution agreement is subject to the condition precedent of the completion of the Offer.

The Offer will be subject to a minimum acceptance threshold of 85 % of the outstanding H&R Shares (including (i) 61.45 % of the H&R Shares already held by or attributed to Mr. Nils Hansen and (ii) 6.06 % of the H&R Shares attributed to Mr. Wilhelm Scholten). The Offer is not expected to be subject to any other conditions.

The Offer is expected to be settled in the third quarter of 2025. A dividend for the fiscal year 2024, to be resolved by the ordinary general meeting of H&R KGaA on 27 May 2025, will be distributed to the company's shareholders before the settlement of the acquisition offer and will remain with the Shareholders even if they tender their H&R Shares into the Offer. The intended consideration of EUR 5.00 will not change due to the distribution of the dividend.

The Offer Document (in the German language and as a non-binding English translation), containing the detailed terms and conditions of the Offer, as well as further information related thereto, will be published by the Bidder on its website at chem-offer.com after permission for publication has been granted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). Additionally, there will be an announcement of the publication of the Offer Document in the German Federal Gazette (Bundesanzeiger).

The Offer will be made on and subject to the terms and conditions set forth in the Offer Document, with the Bidder reserving the right to deviate from the described parameters, to the extent legally permissible.

Important Notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of H&R GmbH & Co. KGaA. The final terms and conditions of the Offer, as well as other provisions relating to the Offer, will be communicated only after the publication of the Offer Document has been permitted by BaFin. Investors and holders of shares of H&R GmbH & Co. KGaA are strongly advised to read the Offer Document and all other documents related to the Offer as soon as they are made available, as they will contain important information.

The Offer is published solely under the laws of the Federal Republic of Germany and certain applicable provisions of U.S. securities laws. Any contract concluded on the basis of the Offer is subject exclusively to the laws of the Federal Republic of Germany and is to be interpreted in accordance with them.

The Bidder reserves the right, within the limits of legal permissibility, to acquire H&R Shares outside the Offer, either on the stock exchange or off-exchange, directly or indirectly, with such acquisitions or agreements to acquire H&R Shares being conducted in accordance with applicable law. Should such acquisitions occur, they will be published on the internet in both German and English.

To the extent this document contains forward-looking statements, these are not statements of fact and are identified by the words 'intend', 'will', and similar expressions. These statements reflect the intentions, assumptions, 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 to the best of the Bidder's knowledge and those acting in concert with it, but do not constitute a guarantee of their future accuracy (this is particularly true for 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 generally beyond the control of the bidder or the persons acting in concert with it. It should be considered 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 may change their intentions and assessments expressed in documents or communications or in the Offer Document yet to be published after the publication of the documents, communications, or the Offer Document.

Hamburg, 16 May 2025

H&R Holding GmbH