The court has set a cash settlement of € 31.58 for shareholders of HOMAG Group AG who offer their shares to Dürr Technologies GmbH. Dürr had offered an amount of € 31.56 in the domination and profit transfer agreement entered into in March 2015. The parties to the valuation proceedings may lodge an appeal against the ruling with the Stuttgart Court of Appeals. The period in which HOMAG shareholders may offer their shares for sale expires two months after the date on which the final court decision is published in the official “Bundesanzeiger” gazette.
HOMAG shareholders can accept the cash settlement offer of € 31.58 or retain their shares and receive an annual guaranteed dividend (compensation) of € 1.03 for the duration of the domination and profit transfer agreement. However, Dürr is not under any obligation to make a further settlement offer after the expiry of the acceptance period.
In its ruling, the court increased the guaranteed dividend (compensation) from the original amount of € 1.01 to € 1.03 net (or from an original amount of € 1.18 to € 1.19 gross). The HOMAG Group AG shareholders currently have a statutory right to receive guaranteed interest, in which the guaranteed dividend (compensation) is taken into account. This right expires upon the acceptance of the settlement offer or the expiry of the aforementioned acceptance period, as the case may be.
The increases imposed by the court will cause a minor additional strain of around € 1 million on the Dürr Group’s earnings in 2019. Explains Carlo Crosetto, Dürr AG’s CFO: “The decision of the court is satisfactory for us. The increases are only minimal. This confirms our planning assumptions and the company valuation calculated for HOMAG prior to the domination and profit transfer agreement taking effect.”
Dürr Technologies GmbH holds 63.9% of the capital of HOMAG Group AG. Under a pooling agreement entered into with the Schuler/Klessmann shareholder group, Dürr has 78% of the voting rights at HOMAG’s shareholder meetings. The Schuler/Klessmann shareholder group comprises the Schuler family, who founded HOMAG, and the Klessmann Foundation. The domination and profit transfer agreement governs the integration of HOMAG Group AG within the Dürr Group and simplifies the cooperation between Dürr and the HOMAG Group. Under the terms of the agreement, all of the net profit earned by HOMAG Group AG accrues to Dürr. HOMAG Group AG’s external shareholders are not entitled to a variable dividend. Instead, they receive a guaranteed dividend (compensation) of € 1.03 per share.