NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

HomeToGo signs definitive agreement to acquire Interhome and launches accelerated bookbuild offering for approximately €85M to complement acquisition financing

Luxembourg, 12 February 2025 – HomeToGo SE (Frankfurt Stock Exchange: HTG) announces that today it has signed a definitive Share Purchase Agreement with Migros for the acquisition of Interhome. This transaction will integrate Europe’s second largest vacation rental management company into HomeToGo Group, marking HomeToGo’s largest transaction to date and expected to significantly enhance its revenue, profitability and Free Cash Flow generation. In this same transaction, DERTOUR Group, a renowned international tourism group, has signed binding agreements to acquire the other entities in Hotelplan Group.

The total purchase price (enterprise value) for Interhome amounts to 150M Swiss francs (approximately €160M) in the form of an upfront cash payment at closing, as well as deferred payments of up to 85M Swiss francs (approximately €90M), which may become due in tranches over the next four years until 2029. The acquisition will be financed through a combination of (i) a capital increase of the Company’s equity share capital against cash targeting proceeds of approximately €85M, (ii) a senior debt facility of €75M, for which a financing agreement is in place, subject to customary closing conditions, and (iii) available net cash.

Closing of the transaction is subject to regulatory approvals for both the acquisition of Interhome by HomeToGo Group and the takeover of the other entities in Hotelplan Group by DERTOUR Group, as well as other customary conditions, and is expected to take place in the first half of 2025 with subsequent consolidation by HomeToGo SE.

As part of the planned financing of the Interhome acquisition, the management board of HomeToGo announces the launch of a capital increase through an accelerated bookbuild offering of new shares in a private placement exempt from the requirement to publish a prospectus under Regulation (EU) 2017/1129 (“Private Placement”).

For this purpose, the management board of HomeToGo today resolved, with the consent of the supervisory board, on a capital increase against cash contributions within the limits of the Company’s authorized capital and without reserving preferential rights to subscribe for such shares for the existing shareholders of the Company ("Capital Increase") by issuing new redeemable class A shares without nominal value ("New Shares") targeting proceeds of approximately €85M.

The Private Placement will commence immediately after the publication of this notification. The final number of New Shares and the placement price for the New Shares will be determined through the accelerated book building process and announced following the conclusion of the Private Placement. HomeToGo has already received subscription commitments from all members of the management board, select members of the supervisory board, and existing as well as new institutional investors. Following the Private Placement all existing shareholders known to HomeToGo as holding over 3% of shares have agreed to a lock-up period of 90 days applicable to their entire respective shareholding, all members of the management board as well as all members of the supervisory board have agreed to a lock-up period of 360 days applicable to their entire respective shareholding and HomeToGo has agreed to a six months lock-up period.

The net proceeds from the Capital Increase will be used to finance part of the purchase price of Interhome and for related transaction costs. The remainder of the purchase price will be funded through a senior debt facility and available net cash. With the Private Placement, the Company intends to further diversify its shareholder base and increase the overall liquidity of the HomeToGo share.

The New Shares are expected to be included in the existing listing of HomeToGo's shares on the regulated market of the Frankfurt Stock Exchange (Prime Standard) on the basis of an exemption document prepared by HomeToGo. Admission to trading of the New Shares is expected on 17 February 2025. Listing and delivery of the New Shares are expected on 18 February 2025.

Investor Relations Contact
Sebastian Grabert, CFA
+49 157 501 63731
IR@hometogo.com 

Important Notice
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions) ("United States" or "U.S."), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Luxembourg, Germany, the United States of America or in any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent such registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For purposes of U.S. law, the securities referred to herein are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States, only to certain non-U.S. investors pursuant to Regulation S. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities.

In member states of the European Economic Area ("EEA"), any offer of the securities referred to herein will only be made to qualified investors or pursuant to another exemption under Regulation (EU) 2017/1129 (Prospectus Regulation) from the requirement to publish a prospectus for offers of securities. HomeToGo has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for HomeToGo or any other person to publish or supplement a prospectus for such offer.

In the United Kingdom, this announcement is directed at and/or for distribution only to persons who (i) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) are high net worth entities falling within article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement has been prepared on the basis that any offer of the securities referred to herein in the United Kingdom will only be made pursuant to an exemption under Section 86 of the Financial Services and Markets Act 2000 from the requirement to publish a prospectus for offers of securities. HomeToGo has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for HomeToGo or any other person to publish or supplement a prospectus for such offer.

Forward-Looking Statements
Certain statements contained in this announcement may constitute “forward-looking statements” that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by HomeToGo SE that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. Neither HomeToGo SE nor any of its affiliates assume any obligation to update, and do not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this announcement, whether as a result of new information, future events or otherwise, except as otherwise required by law.

Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.