DGAP-News: Squeeze-out initiated for DOUGLAS HOLDING AG
(firmenpresse) - DGAP-News: Beauty Holding Three AG / Key word(s): Offer
Squeeze-out initiated for DOUGLAS HOLDING AG
15.01.2013 / 12:23
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Squeeze-out initiated for DOUGLAS HOLDING AG
Frankfurt am Main, 15 January 2013 - Beauty Holding Three AG, a holding
company indirectly held in part by funds advised by Advent International
and in part by the Kreke family, today initiated a squeeze-out of minority
shareholders against payment of a cash compensation in order to acquire all
shares in DOUGLAS HOLDING AG.
At over 95 percent, the size of Beauty Holding Three AG's shareholding in
DOUGLAS HOLDING AG facilitates a squeeze-out of the minority shareholders
and hence a de-listing of DOUGLAS HOLDING AG. To this end, DOUGLAS HOLDING
AG has been notified of Beauty Holding Three AG's request for a resolution
to be passed at the next general meeting, under which all shares held by
minority shareholders are to be transferred by way of a squeeze-out to
Beauty Holding Three AG as majority shareholder. The size of the cash
compensation will be determined at a later date. The next general meeting
of DOUGLAS HOLDING AG is due to be held in May 2013.
Beauty Holding Three AG had published a voluntary public tender offer on
October 31, 2012; the tender offer was accepted by a large number of
shareholders. In total, Beauty Holding Three AG now holds 96.17 percent of
shares in DOUGLAS HOLDING AG. As the 95 percent threshold has been passed,
all shareholders who have so far not accepted the tender offer during the
acceptance period or the additional acceptance period can tender their
shares for the price of EUR 38 per share in cash during a further tender
period ending at midnight CET on March 20, 2013.
Ranjan Sen, General Manager of Advent International GmbH in Frankfurt: 'The
high acceptance rate of over 95 percent makes the squeeze-out the logical
next step for the partnership with DOUGLAS HOLDING and the Kreke family.
Under the new, stable ownership structure, DOUGLAS Group will benefit from
the de-listing and a significant reduction in regulatory requirements.'
Further information on the public tender offer may be accessed on
www.douglas-offer.com.
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 170 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 28 billion (USD 37
billion) in private equity capital and, through its buyout programmes, has
completed 279 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 theUnited 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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15.01.2013 Dissemination of a Corporate News, transmitted by DGAP - a
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