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Press Release

Valuation proceedings: Only minimal increase in cash settlement offer and guaranteed dividend for HOMAG shareholders in ruling by the Regional Court of Stuttgart

Bietigheim-Bissingen, August 28, 2019 – In the valuation proceedings concerning the domination and profit transfer agreement entered into between Dürr Technologies GmbH, a 100% subsidiary of Dürr AG, and HOMAG Group AG, the Regional Court of Stuttgart has ruled that the cash settlement offer and guaranteed dividend (compensation) must be increased marginally.

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.

The Dürr Group is one of the world's leading mechanical and plant engineering firms with extensive expertise in automation and digitization/Industry 4.0. Its products, systems and services enable highly efficient manufacturing processes in different industries. The Dürr Group supplies sectors like the automotive industry, mechanical engineering, chemical, pharmaceutical and woodworking industries. It generated sales of € 3.87 billion in 2018. In October 2018, the Dürr Group acquired the industrial environmental technology business of US-based company Babcock & Wilcox, comprising the MEGTEC and Universal brands. Since then, it has around 16,400 employees and 108 business locations in 32 countries. The Group operates in the market with five divisions:

  • Paint and Final Assembly Systems: paint shops and final assembly systems for the automotive industry
  • Application Technology: robot technologies for the automated application of paint, sealants and adhesives
  • Clean Technology Systems: air pollution control, noise abatement systems and battery coating lines
  • Measuring and Process Systems: balancing equipment as well as assembly, testing and filling technology
  • Woodworking Machinery and Systems: machinery and equipment for the woodworking industry

This publication has been prepared independently by Dürr AG/Dürr group (“Dürr”). It may contain statements which address such key issues as strategy, future financial results, events, competitive positions and product developments. Such forward-looking statements are subject to a number of risks, uncertainties and other factors, including, but not limited to those described in Dürr's disclosures, in particular in the chapter “Risks” in Dürr's annual report. Should one or more of these risks, uncertainties and other factors materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performances or achievements of Dürr may vary materially from those described in the relevant forward-looking statements. These statements may be identified by words such as “expect,” “want,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project” or words of similar meaning. Dürr neither intends, nor assumes any obligation, to update or revise its forward-looking statements regularly in light of developments which differ from those anticipated. Stated competitive positions are based on management estimates supported by information provided by specialized external agencies.

Our financial reports, presentations, press releases and ad-hoc releases may include alternative financial metrics. These metrics are not defined in the IFRS (International Financial Reporting Standards). Dürr's net assets, financial position and results of operations should not be assessed solely on the basis of these alternative financial metrics. Under no circumstances do they replace the performance indicators presented in the consolidated financial statements and calculated in accordance with the IFRS. The calculation of alternative financial metrics may vary from company to company despite the use of the same terminology. Further information regarding the alternative financial metrics used at Dürr can be found in our → financial glossary.