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Commencement of the acceptance period for the voluntary public takeover offer for Deutsche EuroShop AG

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DGAP-News: Hercules BidCo GmbH / Key word(s): Offer
Commencement of the acceptance period for the voluntary public takeover offer for Deutsche EuroShop AG
09.06.2022 / 11:46
The issuer is solely responsible for the content of this announcement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Commencement of the acceptance period for the voluntary public takeover offer for Deutsche EuroShop AG

  • Offer document published following BaFin approval

  • Acceptance period runs from 9 June 2022 to 7 July 2022

  • Total value to shareholders of EUR 22.50 per share represents a substantial 44.0 percent premium over Deutsche EuroShop’s unaffected share price of EUR 15.63 per share at close of business on 20 May 2022

  • Takeover offer subject to a minimum acceptance threshold of 50 percent of Deutsche EuroShop’s share capital plus one share and other customary offer conditions

9 June 2022 – London & Hamburg – Today, a consortium of private investment funds managed by Oaktree Capital Management, L.P. and CURA Vermögensverwaltung, the family office of the Otto family and parent company of ECE Group, through Hercules BidCo GmbH, which is indirectly controlled by the consortium, published the offer document for its voluntary public takeover offer for all no-par value shares of Deutsche EuroShop AG (ISIN: DE 000 748 020 4; WKN 748020) following clearance by the German Federal Financial Supervisory Authority (“BaFin”).

Acceptance Period

The acceptance period commences today and will end at midnight (CET) on 7 July 2022. During this period, Deutsche EuroShop shareholders can accept the offer and tender their shares. The offer is made at a price of EUR 21.50 per share of Deutsche EuroShop in cash. In addition, either by way of additional payment by the bidder or as dividend payment by Deutsche EuroShop, the shareholders of Deutsche EuroShop, who accept the offer, will receive the amount of the dividend to be paid for the financial year 2021 which is expected to be an amount of EUR 1.00 per share of Deutsche EuroShop. This results in a total offer value of EUR 22.50 per share of Deutsche EuroShop, representing a substantial premium of 44 percent to the closing price of EUR 15.63 per share on 20 May 2022.

The relevant details as to how the offer can be accepted are set out in the offer document. To tender their shares, shareholders should contact their respective custodian bank.

Shareholders should inquire with their custodian banks for any relevant deadlines set by custodian banks which may require actions prior to 7 July 2022. Consummation of the takeover offer is subject to a minimum acceptance threshold of 50 percent of Deutsche EuroShop’s share capital plus one share, including the shares held by the controlling shareholder of CURA Vermögensverwaltung, Alexander Otto, and entities controlled by him including CURA Vermögensverwaltung, who in total hold approximately 20 percent of Deutsche EuroShop’s share capital. The offer will be subject to further customary conditions, including the receipt of regulatory approvals.

Transaction Rationale and Details

As announced on 23 May 2022, the consortium’s offer represents a strategic investment in Deutsche EuroShop. Through its offer, the consortium will provide Deutsche EuroShop with a strong and reliable partner that also understands the business and will apply its expertise to assist the company in responding to the challenges and opportunities arising from the ongoing structural changes to the retail sector.

Subject to their review of the offer document, the Management and the Supervisory Boards of Deutsche EuroShop intend to recommend that Deutsche EuroShop shareholders accept the offer. The consortium does not intend to enter into a domination and / or profit and loss transfer agreement with Deutsche EuroShop or to de-list the company following completion of the offer.

Offer Document

The offer document (in German and a non-binding English translation) and other information pertaining to the public takeover offer are available on the following website: www.hercules-offer.com. Copies of the offer document can also be obtained free of charge at Deutsche Bank AG, TAS, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt, Germany (inquiries via telefax to +49 69 910 38794 or via email to dct.tender-offers@db.com).

###

Media contacts

Christian Falkowski
Phone: +49 171 86 79 950
Mail: christian.falkowski@fgsglobal.com

Romy Regber
Phone: +49 151 26 11 64 02
Mail: romy.regber@fgsglobal.com

 

Oaktree media contacts

Rory King / Claire Keyte
Phone: +44 7917 086 227
Mail: mediainquiries@oaktreecapital.com

 

ECE media contact

Lukas Nemela
Phone: +49 40 606 06 68 98
Mail: press@ece.com

 

About Oaktree

Oaktree is a leader among global investment managers specializing in alternative investments, with USD 164 billion in assets under management as of 31 March 2022. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 1,000 employees and offices in 20 cities worldwide. For additional information, please visit Oaktree’s website at www.oaktreecapital.com/.

Oaktree’s Real Estate strategy, launched in 1995, adheres to Oaktree’s investment philosophy of risk control, consistency and granular credit analysis. As of 31 March 2022, Oaktree’s Real Estate group has $16.1 billion in assets under management across its opportunistic, debt and income strategies.

 

About CURA and ECE

The ECE Group is a family-owned and -operated company that is internationally active in the real estate and investment sector and offers asset management, project development expertise, investment management, and other full-service real estate services under one roof. With its specialized companies ECE Marketplaces and ECE Work & Live, as well as the fund management company ECE Real Estate Partners, the ECE Group develops, realizes, and operates real estate in all asset classes, invests in their development and continuous enhancement, and thus creates state-of-the-art shopping, working, and living spaces that inspire people and provide them with room to grow. The company offers its customers more than 55 years of experience and a comprehensive portfolio of services – from the professional management of shopping centers and the planning and realization of residential projects, office buildings, logistics centers, and hotels to the development of entire urban districts, through to the management of specialized real estate funds. The ECE Group manages real estate assets with a total value of more than 31 billion euros and has ongoing construction and planning activities with a volume of over 3.2 billion euros. Founded in 1965 by mail-order pioneer Professor Werner Otto (1909–2011), the company is still owned by the Otto family through CURA Vermögensverwaltung, the family office and parent company of ECE Group, and is managed by Alexander Otto as the CEO of the ECE Group. For more information, please visit www.ece.com

Disclaimer and Forward-Looking Statement

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Deutsche EuroShop. The final terms of the takeover offer as well as other provisions relating to the takeover offer are set out solely in the offer document. Investors and holders of shares in Deutsche EuroShop are strongly advised to read the offer document and all other documents relating to the takeover offer, as they contain important information. The offer document for the takeover offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the takeover offer are, amongst other information, available on the internet at www.hercules-offer.com. Copies of the offer document can also be obtained free of charge at Deutsche Bank AG, TAS, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt, Germany (inquiries via telefax to +49 69 910 38794 or via email to dct.tender-offers@db.com). The takeover offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The takeover offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the takeover offer have been filed, caused to be filed or granted outside the Federal Republic of Germany. Investors and holders of shares in Deutsche EuroShop cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer is or will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of the respective national law.

The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional shares in Deutsche EuroShop outside the takeover offer on or off the stock exchange. If such acquisitions take place, information on such acquisitions, including the number of shares in Deutsche EuroShop acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany or any other relevant jurisdiction.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "expect", "believe", "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the bidder and the persons acting in concert with it. Such forward-looking statements are based on current plans, estimates and projections made by the bidder and the persons acting in concert with it to the best of their knowledge but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the bidder's control or the control of the persons acting in concert with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the bidder and the persons acting in concert with it will change their intentions and estimates stated in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.


09.06.2022 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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