HORNBACH Baumarkt AG intends to delist shares; public delisting offer announced by largest shareholder for € 47.50 per share; HORNBACH Baumarkt AG to support public delisting offer.

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HORNBACH Baumarkt AG intends to delist shares; public delisting offer announced by largest shareholder for € 47.50 per share; HORNBACH Baumarkt AG to support public delisting offer.

Bornheim (Palatinate), December 20, 2021
The Management Board of HORNBACH Baumarkt AG (the “Company”) (ISIN DE0006084403 / WKN 608440) today resolved, with the approval of the Supervisory Board, to conduct a delisting in coordination with HORNBACH Holding AG Co. KGaA ( “HORNBACH Holding”), which holds approx. 76.4 % of the shares of the Company. The Company will submit an application for the revocation of the admission of the shares to trading on the regulated market of the Frankfurt Stock Exchange in due course, following the publication of a delisting tender offer by HORNBACH Holding.

For this purpose, the Company, with the approval of the Supervisory Board, today concluded a delisting agreement with HORNBACH Holding. Under the terms of the delisting agreement, HORNBACH Holding has undertaken to offer to acquire the shares of other shareholders of the Company for a cash consideration of € 47.50 per share.

The Company has undertaken – subject to a review of the offer document and consideration of statutory obligations – to submit an application for revocation of the admission of its shares to trading on the regulated market of the Frankfurt Stock Exchange during the acceptance period for the delisting tender offer and to support the delisting tender offer. The Company will comment on the delisting tender offer within the framework of the legal requirements set out in Section 27 of the German Securities Acquisition and Takeover Act (WpÜG).

The management board of the Frankfurt Stock Exchange will decide on the application for revocation of the admission of the shares. The Company’s Management Board expects that the revocation will take effect in accordance with the provisions of the Exchange Rules of the Frankfurt Stock Exchange three trading days after the publication of the revocation, which should take place immediately following the decision of the Management Board of the Frankfurt Stock Exchange. Once the revocation has taken effect, the shares of the Company will no longer be admitted to trading or traded on a domestic regulated market or a comparable market abroad.

Important notice
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of HORNBACH Baumarkt AG. The definitive terms of the Delisting Offer, as well as further provisions concerning the Delisting Offer, will be set out in an offer document to be published by HORNBACH Holding AG & Co. KGaA following approval by the German Federal Financial Supervisory Authority (BaFin). Investors and holders of shares in HORNBACH Baumarkt AG are strongly advised to read the offer document and all other relevant documents regarding the Delisting Offer, when they become available, since they will contain important information.
The Delisting Offer will be published exclusively under the laws of the Federal Republic of Germany, in particular in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the German Stock Exchange Act (Börsengesetz), as well as certain applicable provisions of the U.S. Securities Exchange Act. The documentation relating to the Delisting Offer will be available at www.pluto-offer.com. Any contract that is concluded on the basis of the Delisting Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, HORNBACH Holding AG & Co. KGaA, its affiliates or its brokers may purchase, or conclude agreements to purchase, shares of HORNBACH Baumarkt AG, directly or indirectly, outside of the scope of the Delisting Offer, before, during or after the period in which the offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares of HORNBACH Baumarkt AG. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and on www.pluto-offer.com.