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Ad-Hoc

Dürr AG secures 75.8% of the voting rights and 53.7% of the shares of HOMAG Group AG and announces a takeover offer to acquire the remaining shares

Dürr Aktiengesellschaft  / Key word(s): Acquisition
Jul 15, 2014
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmittedby DGAP - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement.
Bietigheim-Bissingen, July 15, 2014 - Dürr AG, via its wholly-ownedsubsidiary Dürr Technologies GmbH, has reached agreement with several majorshareholders of HOMAG Group AG (HOMAG) to acquire a total of 53.7% of HOMAGshares. Purchase contracts are in place with Deutsche Beteiligungs AG(39.5% of shares), the Schuler/Klessmann share pool (3%) and two furthershareholders (approx. 11%). The execution of the purchase contracts issubject to approval by the relevant antitrust authorities. The purchaseprice for the 53.7% of the HOMAG shares is EUR 219 million. An agreementwas also reached with the Schuler family and the Klessmann foundation, whohave so far held a 25.1% stake in HOMAG in the form of a share pool, onDürr joining the pool. This relates to the 3% of HOMAG shares acquired fromthe pool and will be effective shortly before the execution of the purchasecontract with the Schuler/Klessmann share pool. The share pool will consentto the completion of a control and/or profit and loss transfer agreement byDürr. Dürr can exercise a total of 75.8% of the votes for that purpose. Intotal, the number of HOMAG shares amounts to 15,688,000.Dürr will submit a voluntary public takeover offer to the HOMAGshareholders pursuant to Sections 29 and 34 of the German SecuritiesAcquisition and Takeover Act (WpÜG) to acquire all of the shares. DürrTechnologies GmbH has today published its decision to submit the takeoveroffer pursuant to Section 10 of the German Securities Acquisition andTakeover Act. The price Dürr offers to the free shareholders of HOMAG GroupAG is EUR 26.35 per share payable in cash. The offer is thus 13.1% abovethe volume-weighted average XETRA price of the share based on the lastthree months (EUR 23.30, source: Bloomberg). The takeover bid is subject tocertain conditions, in particular the approval by the relevant antitrustauthorities. A squeeze-out or delisting of the HOMAG stock is not intended.HOMAG Group AG is to continue operating as an independent division underthe HOMAG brand within the Dürr Group.As at the end of March 2014, the Dürr Group had EUR 867 million inavailable liquidity, including the proceeds from the bond placed at the endof March 2014. Dürr can therefore finance the acquisition with its ownfunds.The acquisition is to expand Dürr's portfolio in mechanical and plantengineering and provide new opportunities for growth. HOMAG hassuccessfully initiated strategic measures to achieve growth and increasethe company's value in the last few years. These measures will be continuedand stepped up in close cooperation with Dürr. Positive effects areexpected, among other things, through globalized value added and optimizedprocesses and IT, as well as in the area of purchasing.HOMAG is a world-leading manufacturer of plant and machinery for thewoodworking industry. The company operates worldwide and holds an estimated28% share of the world market. In the fields of furniture manufacturing,structural elements and timber frame house construction, HOMAG offersperfectly aligned solutions, from the stand-alone machine through to thecomplete production line. HOMAG has seen a positive development in the lastfew years. In 2013 it achieved sales of EUR 789 million and an EBIT marginof 4.4%, with around 5,100 employees. Its equity ratio was 33%.Dürr is a mechanical and plant engineering group that holds leadingpositions in the world market in its areas of operation. It generates agood 80% of its sales in business with the automotive industry. It alsosupplies the aircraft, machinery, chemical and pharmaceutical industrieswith innovative production and environmental technology. Dürr has 54business locations in 26 countries worldwide and employs approximately8,250 staff. In 2013 Dürr achieved sales of EUR 2.4 billion and an EBITmargin of 8.4%. Its equity ratio was 26%.Important note: This announcement is neither an offer to buy nor aninvitation to submit an offer to sell shares of HOMAG Group AG. The finalterms of the takeover offer as well as further conditions relating to thetakeover offer will be announced in the offer document following theapproval of the publication of the offer document by the Federal FinancialServices Supervisory Authority (Bundesanstalt fürFinanzdienstleistungsaufsicht). Investors and holders of shares of HOMAGGroup AG are strongly advised to read the offer document as well as anyother documents relating to the offer as soon as they are published, asthey contain important information.15.07.2014 DGAP's Distribution Services include Regulatory Announcements,Financial/Corporate News and Press Releases.Media archive at www.dgap-medientreff.de and www.dgap.de
 Language:     EnglishCompany:      Dürr Aktiengesellschaft              Carl-Benz-Str. 34              74321 Bietigheim-Bissingen              GermanyPhone:        07142 78-1785Fax:          07142 78-1716E-mail:       investor.relations@durr.comInternet:     www.durr.comISIN:         DE0005565204, DE000A1EWGX1, XS1048589458WKN:          556520, A1EWGX, A1YC44Indices:      MDAXListed:       Regulierter Markt in Frankfurt (Prime Standard), Stuttgart;              Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München End of Announcement                             DGAP News-Service