The agreement planned to be entered into by both companies is intended to integrate HOMAG Group AG as part of a contract-based group, with Dürr AG as the controlling company, and to simplify cooperation between Dürr and the HOMAG Group. In mid-October Dürr acquired 55.9% of the shares in HOMAG Group AG. The HOMAG Group is the world’s leading manufacturer of machinery and equipment for the woodworking industry and cabinet makers.
Among other things, Warth & Klein Grant Thornton will assess the appropriateness of the planned cash compensation offer as well as the planned guarantee dividend or compensation payment provided for external shareholders of HOMAG Group AG. The basis for these amounts will be a valuation appraisal of the HOMAG Group´s enterprise value. This appraisal was commissioned by Dürr and the HOMAG Group and is currently being prepared.
The domination agreement and (possibly) the profit and loss transfer agreement are to be presented for approval at the annual general meeting of HOMAG Group AG in the spring of 2015. In the process, Dürr can rely on a total of 77.9% of the voting rights as the company has joined the share pool of the Schuler/Klessmann group of shareholders by contributing 3% of its shares. This group of shareholders comprises the HOMAG founding family (headed by Gerhard Schuler) and the Klessmann foundation; the group itself has a 22.1% share of the voting rights. The group of shareholders has committed itself to entering into a domination agreement with Dürr, and possibly into a profit and loss transfer agreement. The share pool accounts for a total of 25.1% of the share capital.