DGAP-News: Tender offer published for DOUGLAS Holding AG: Acceptance period starts
(firmenpresse) - DGAP-News: Beauty Holding Three AG / Key word(s): Offer
Tender offer published for DOUGLAS Holding AG: Acceptance period
starts
31.10.2012 / 08:47
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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
Frankfurt am Main, 31 October 2012 - 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-
undÜbernahmegesetz/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 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 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.douglas-offer.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.
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, 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
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.
Contact:
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) 15176631
ovdreising(at)heringschuppener.com
Investor Relations:
Hering Schuppener Consulting
Harald Kinzler
Phone: +49-69-921874-65
Mobile: +49 (173) 3068688
hkinzler(at)heringschuppener.com
End of Corporate News
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31.10.2012 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Datum: 31.10.2012 - 08:47 Uhr
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