DGAP-News: Founding Family Kreke and Advent International Announce Voluntary Public Tender Offer for DOUGLAS Holding AG
(firmenpresse) - DGAP-News: Beauty Holding Three AG / Key word(s): Offer
Founding Family Kreke and Advent International Announce Voluntary
Public Tender Offer for DOUGLAS Holding AG
15.10.2012 / 10:34
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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
Frankfurt am Main, 15 October 2012 - 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.
The main objective is to accelerate the growth of the perfume and jewelry
division 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.
The offer document, which is subject to approval by the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht BaFin), will be published at a later date in
accordance with the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- undÜbernahmegesetz WpÜG). The offer document will
further be made available on www.douglas-offer.com.
The website will already be accessible today with additional information
material.
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.
About Advent International
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 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.
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
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.
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.
Press Contact Kreke Family:
CNC - Communications&Network Consulting AG
Mirko Wollrab
Phone: +49 69 506 037 562
Mobile: +49 172 673 3826
Mirko.Wollrab(at)cnc-communications.com
Press Contact Advent International:
Hering Schuppener Consulting
Dr. Brigitte von Haacke
Phone: +49 69 921874 62
Mobile: +49 171 8630046
bvhaacke(at)heringschuppener.com
Oda von Dreising
Phone: +49 69 921874 47
Mobile: +49 151 1517 6631
ovdreising(at)heringschuppener.com
Investor Relations:
Hering Schuppener Consulting
Harald Kinzler
Phone: +49 69 921874 65
Mobile: +49 173 3068 688
hkinzler(at)heringschuppener.com
End of Corporate News
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15.10.2012 Dissemination of a Corporate News, transmitted by DGAP - a
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188705 15.10.2012
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Datum: 15.10.2012 - 10:34 Uhr
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