DGAP-News: Steilmann intends acquisition of Adler Modemärkte AG
(firmenpresse) - DGAP-News: Steilmann Holding AG / Key word(s): Offer
Steilmann intends acquisition of Adler Modemärkte AG
21.03.2013 / 08:30
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Steilmann intends acquisition of Adler Modemärkte AG
- Steilmann and Equinox plan long-term strategic engagement in Adler
through acquisition
- Adler equity stake of 49.96% already secured
- Adler is to continue operating as a stock market listed company and
brand
- Acquisition of Adler enables positive economies of scale for both
parties
Bergkamen, 21 March 2013. Steilmann Holding AG plans to take over the
majority of shares of Adler Modemärkte AG. For this purpose, Steilmann's
subsidiary Steilmann-Boecker Fashion Point GmbH&Co. KG and Excalibur I,
an investment vehicle controlled by private equity investor Equinox,
founded a bidding company with Steilmann as the majority shareholder and
obtained a binding commitment to acquire an equity stake of 49.96% of Adler
shares. The shares come from the investment company BluO and will be
acquired at a price of EUR 5.75 per share. Furthermore, the bidding company
will submit a voluntary public takeover offer to the shareholders.
Adler's stock market listing and free float are to be retained
As long-term oriented anchor investors, Steilmann and Equinox plan to
retain Adler Modemärkte AG and its business model permanently and want to
strategically develop the company as a major asset within the Steilmann
Group. In the course of this, emphasis is put on the continuation of Adler
Modemärkte AG as a company listed in the Prime Standard of the Frankfurt
Stock Exchange with a significant free float.
Win-win situation: Acquisition has great potential for both sides
Steilmann Holding AG, which is based in Bergkamen, Germany, has been
operating very successfully as a fully vertically integrated fashion group
and covers the entire value chain of the fashion industry: collection
design, purchasing and production as well as retail shops. The takeover
creates tremendous opportunities for a successful future for both Steilmann
and Adler:
On the one hand, the Adler brand is an appropriate addition to Steilmann's
existing brand portfolio with the labels Kapalua, Apanage, Steilmann,
Roadsign Australia and Stones. Furthermore, Steilmann consolidates its
market position as an established fashion company in Europe with this
acquisition and underlines its growth ambitions. On the other hand, Adler
will gain new strategic opportunities, for example the potential use of
Steilmann's purchasing and production capacities in East Asia. Moreover,
Steilmann's commitment as an anchor investor provides a solid basis for
further development of the Adler brand within the Steilmann Group. Jointly,
the companies generate an annual sales volume of more than EUR 1bn,
enabling further economies of scale.
Voluntary public takeover offer to Adler shareholders
In the course of the takeover of the block of shares in Adler, the bidding
company intends to make a voluntary public takeover offer to purchase the
bearer shares held by the Adler Modemärkte AG shareholders. In accordance
with the legal regulations, the intention is to offer the shareholders the
legally required minimum price. The price is calculated from the weighted
average domestic stock market price of the last three months prior to the
publication of the decision to launch the takeover offer, but is at least
EUR 5.75. The takeover offer follows the conditions that are to be set
forth in the offer document. The offer document will also be published on
www.adler-offer.de after approval by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
About Steilmann Holding
Steilmann Holding AG is a textile group that is expanding internationally,
with approximately 7,000 employees in 18 countries around the world, about
1,900 of them in Germany. The Group is based in Bergkamen, North
Rhine-Westphalia, Germany, and operates in the fashion and home textile
fields.
The Group's customers include the leading European retail chains, for whom
Steilmann develops, markets, produces and sells all home textile products.
In the fashion operations, Steilmann also supplies own-label products and
collections. Currently, Steilmann has more than 900 own-label stores and
other sales outlets in Germany and other European countries.
About Equinox
Equinox S.A. manages since 2001 operative investment vehicles in the
private equity sector with capital committed above EUR 500 million. Equinox
S.A. invests both with majority and minority stakes and it manages
investments in a wide range of industrial sectors, such as shipping and air
transport, food, energy, biomedical, water and waste treatment, etc.
Contact
Kirchhoff Consult
Sebastian Bucher
T: +49 (0)40 609186-18
F: +49 (0)40 609186-60
E: sebastian.bucher(at)kirchhoff.de
Important legal information / Disclaimer
On 20 March 2013, Blitz 13-310 GmbH (in the future S&E Kapital GmbH) (the
'Bidder') published its decision to make a voluntary public takeover offer
to the shareholders of Adler Modemärkte AG (the 'Adler Shareholders') to
acquire all shares in Adler Modemärkte AG (the 'Adler 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 make
an offer to sell Adler Shares. The final terms and conditions of the
Takeover Offer as well as other provisions pertaining to the Takeover Offer
will be made known with the publication of the offer document as approved
by the German Federal Financial Supervisory Authority (BaFin). The terms
and conditions of the Takeover Offer may differ from the general
information described here. Investors and Adler Shareholders are strongly
recommended to read the offer document and all documents in connection with
the Takeover Offer as they are published, since they will contain important
information.
The Takeover Offer will be issued exclusively under the laws of the Federal
Republic of Germany, especially under the German Takeover Act ('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'). The Takeover Offer will not be executed according to the
provisions of other legal systems than those of the Federal Republic of
Germany (especially the legal systems of the United States of America,
Canada, Australia and Japan). Other than in the Federal Republic of
Germany, no further registrations, authorizations, admissions or approvals
of the Takeover Offer have been and will be procured, granted or applied
for. The Adler 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.
End of Corporate News
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21.03.2013 Dissemination of a Corporate News, transmitted by DGAP - a
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Datum: 21.03.2013 - 08:30 Uhr
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