|
EQS-WpÜG: RAS Beteiligungs GmbH / Takeover Offer Announcement of the decision to make a Bidder: RAS Beteiligungs GmbH Austria registered with the corporate register (Firmenregister) of the Republic of Austria under FN 94005 v
Target: home24 SE registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Charlottenburg, Germany under HRB 196337 B WKN A14KEB / ISIN DE000A14KEB5 On this 5 October 2022, Austrian RAS Beteiligungs GmbH (the "Bidder"), a direct, majority-owned subsidiary of Austrian XXXLutz KG, decided to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) to the shareholders of home 24 SE (the "Company") for the acquisition of all non‑par value bearer shares in the Company (ISIN DE000A14KEB5), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the "home24 Shares") against payment of a cash offer price of EUR 7.50 per home24 Share (the "Offer Price") (the "Offer"). The Offer will only be subject to the condition of merger control clearances, the non-opening of insolvency proceedings relating to the Company and its subsidiary Mobly S.A. as well as the non-implementation of certain capital measures (subject to certain exemptions). The Bidder has concluded irrevocable undertakings with certain shareholders of the Company, under which such shareholders have committed to accept the Offer for all home24 Shares which are held by them. Overall, such irrevocable undertakings relate to an aggregate of approximately 50 % of the Company's currently issued share capital and voting rights. The irrevocable undertakings qualify as "instruments" within the meaning of Section 38 German Securities Trading Act (Wertpapierhandelsgesetz, WpHG). Today, the Bidder entered into a business combination agreement with the Company regarding the principal terms and conditions of the Offer as well as the mutual intentions and understandings with regard to the future collaboration (the "Business Combination Agreement"). In the Business Combination Agreement, the Bidder and the Company additionally agreed that the Company will increase its registered share capital by approximately 10 %, from EUR 30,479,736.00 to EUR 33,526,102.00 through the exercise of its authorized capital, which the Bidder will subscribe for under the exclusion of subscription rights of the other shareholders for a price equaling the Offer Price of EUR 7.50 per home24 Share. By way irrevocable undertakings with certain major shareholders of the Company, together with home24 Shares that will be issued for the capital increase and share purchases as well as other instruments, the Bidder and its parent XXXLutz KG have secured in total approximately 60 % of the Company's future share capital. The offer document for the Offer (in the German language and a non‑binding English translation thereof) – after approval of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and other information relating to the Offer will be published on the internet at www.xxxlutz-offer.com. Important Notice This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information. The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws. Vienna, 5 October 2022 RAS Beteiligungs GmbH
05.10.2022 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Listed: | Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart, Tradegate Exchange |
| End of News | EQS News Service |
|
|
1455649 05.10.2022 CET/CEST
P R O D U C T S U G G E S T I O N S
The information presented here has been provided by our content partner EQS-Group. The originator of the news is the respective issuer, the company relating to the news, a publication service provider (press or information agency) which uses the distribution service of EQS to transmit company news to shareholders, investors, investors or interested parties. The original publications and other company-relevant information can be found at eqs-news.com.
The information you can access does not constitute investment advice. The presentation of our cooperation partners, where the implementation of investment decisions would be possible depending on the individual risk profile, is solely at the discretion of the person using the service. We only present companies of which we are convinced that the range of services and customer service will satisfy discerning investors.
If you are considering leverage products, familiarise yourself with the typical characteristics of the financial instruments beforehand. Take the time to determine the risk content of the planned investment before making an investment decision. Bear in mind that a total loss cannot be ruled out with leverage products.
For newcomers to the subject, we offer various options in both the training and the tools section, through which you can train theoretical knowledge and practical experience and thus improve your skills. The offer ranges from participation in webinars to personal mentoring. The range is continuously being expanded.
1 Lab features are usually functionalities that emerge from the think tank of the investor community. In the early stages, these are experimental functionalities whose development process is largely determined by use and the resulting feedback from the community. When integrating external services or functionalities, the functionality can only be guaranteed to the extent that the individual process elements, such as interfaces, interact with each other.
