home24 SE: home24 supports XXXLutz takeover bid - new investor subscribes to 10% capital increase - the new partnership strengthens market position and growth prospects for both companies

 home24 supports XXXLutz takeover bid - new investor subscribes to 10% capital increase - the new partnership strengthens market position and growth prospects for both companies

• XXXLutz Group announces voluntary public takeover offer for the acquisition of up to 100% of the shares on home24 SE
• The offer of 7.50 euros per home24 share corresponds to a premium of 124% on the closing price on 4 October 2022
• XXXLutz subscribes to a capital increase of just under 10% of the company's share capital at a price per share of 7.50 euros
• Through the support of major shareholders in providing irrevocable undertakings to tender their shares along with the shares coming from the capital increase, share purchases already made and other instruments, XXXLutz has already secured a total of c. 60% of the shares in the future share capital of home24
• By bundling its successful business models, home24's market position as a pure-play home & living e-commerce destination is to be further strengthened and expanded
• home24 will remain independent and will continue to be led by the current management team. The company's headquarters in Berlin and the existing corporate structure with the home24 Group's main locations and core brands, including home24 and Butlers, will be retained
• The Management Board and Supervisory Board of home24 plan to support the Offer subject to their duties of care and their fiduciary duties and the review of the offer document to be published by the Bidder

BERLIN, 5 OCTOBER 2022 - The Austrian XXXLutz KG plans to acquire home24 SE. In this context, home24 has entered into a Business Combination Agreement with XXXLutz KG and its subsidiary, RAS Beteiligungs GmbH.  XXXLutz has announced a voluntary public takeover offer today for all outstanding shares of the Company at a price of EUR 7.50 per home24 share (the "Offer Price"). The Offer Price represents a premium of 124% to the XETRA closing price on October 4, 2022 and a premium of 142% to the volume weighted average share price during the last three months.

The acquisition is intended to provide long-term, strategic and sustainable financial support for home24's growth strategy. It shall to further strengthen and help expand home24's market position as a pure-play home & living e-commerce destination. To achieve this, it is XXXLutz's wish that home24 continues to be managed independently by the current management team. The three members of the Management Board of home24, Philipp Steinhäuser, Brigitte Wittekind and Marc Appelhoff, extended their Management Board contracts yesterday and reaffirmed their support for this transaction.        

In addition, the company's headquarters will remain in Berlin. The existing corporate structure and the main locations of the home24 Group as well as the core brands of the home24 Group, including home24 and Butlers, will be retained as independent brands. Against this background, the Management Board and the Supervisory Board of the Company welcome the Offer and plan to support it subject to their duties of care and their fiduciary duties and the review of the offer document to be published by the Bidder. They consider it to be in the best interest of the Company, its shareholders, employees and other stakeholders at this point in time.

Additionally, XXXLutz subscribes to a 10% capital increase at a share price of 7.50 euros. The company expects proceeds of around 23 million euros.

"We are delighted to continue our journey to become the leading online destination for Home & Living together with XXXLutz as a strong partner. For us as a management team, it was particularly important that XXXLutz shares and actively supports the vision of home24, assists us in its implementation and sees us continuing to operate as an independent company. We are convinced that together with XXXLutz we will significantly increase our robustness and punch in the furniture market," said Marc Appelhoff, CEO of home24. "The fact that we were able to attract a strong strategically oriented investor for home24 in times of global political tensions and depressed consumer sentiment is a vote of confidence in our business model. We are convinced that we have found a very good path for our employees as well as for shareholders and other stakeholders."

"With its strong brand and leading position in the online home and living market, home24 is an ideal addition to XXXLutz. We are impressed by what the home24 team has built up over the last few years. As a strong partner, XXXLutz will support home24 in securing the company's future through the current uncertain market environment and in seizing future growth opportunities based on its innovative business model. home24 will maintain its online pure-play focus as an independent company and benefit from the strength of the XXXLutz Group. Our offer enables shareholders to benefit from a significant premium of over 124%," said Mag. Thomas Saliger, XXXLutz Group corporate spokesman.

With the support of major shareholders in providing irrevocable undertakings to tender their shares along with the shares from the capital increase, share purchases and other instruments, XXXLutz has secured a total of c. 60% of the shares in the future share capital of home24. The offer will be subject to the usual merger control clearances. A minimum acceptance ratio is not envisaged on the part of XXXLutz. 

Lastly, the agreement specifies that XXXLutz will not enter into a domination or profit and loss transfer agreement with the company for a period of three years after completion. XXXLutz aims to delist the home24 share after the execution of the offer. 

Sullivan & Cromwell LLP is acting as the legal advisor of home24.

ABOUT HOME24

home24 is a leading pure-play home & living e-commerce platform in Continental Europe and Brazil. With over 250,000 home & living products in Europe and more than 200,000 articles in Latin America, home24 offers a unique selection of large and small furniture pieces, garden furniture, mattresses and lighting. This curated, broad assortment offers a significant value-for-money value proposition to customers. home24 is headquartered in Berlin and employs around 3,000 people worldwide. The Company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and additional 25 in the rest of Europe. home24’s product range consists of numerous brands, including a large number of private labels. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5). Mobly’s stock is traded on the Brazilian Novo Mercado of B3 (ISIN BRMBLYACNOR5). For more information, please visit the Company’s website at www.home24.com.

ABOUT XXXLutz

XXXLutz has grown steadily in the 77 years of its existence. The XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of EUR 5.34 billion, XXXLutz Group is one of the three largest furniture retail groups in the world.

PRESS Contact:     

communications@home24.de    

INVESTOR Contact:

ir@home24.de

Legal Disclaimer:

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), 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 constitute an offer of, or a solicitation of an offer to purchase, securities of home24 SE or of any of its subsidiaries in the United States of America, Germany or 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 offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this announcement is only directed at persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.

In member states of the European Economic Area this announcement is directed exclusively at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of home24 SE ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of home24 SE and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. The Company does not undertake any obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. Neither the Company nor any other person accepts any liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.