Frankfurt am Main, 15 January 2013 – Beauty Holding Three AG, a holding company indirectly held in part by funds advised by Advent International and in part by the Kreke family, today initiated a squeeze-out of minority shareholders against payment of a cash compensation in order to acquire all shares in DOUGLAS HOLDING AG.
At over 95 percent, the size of Beauty Holding Three AG’s shareholding in DOUGLAS HOLDING AG facilitates a squeeze-out of the minority shareholders and hence a de-listing of DOUGLAS HOLDING AG. To this end, DOUGLAS HOLDING AG has been notified of Beauty Holding Three AG’s request for a resolution to be passed at the next general meeting, under which all shares held by minority shareholders are to be transferred by way of a squeeze-out to Beauty Holding Three AG as majority shareholder. The size of the cash compensation will be determined at a later date. The next general meeting of DOUGLAS HOLDING AG is due to be held in May 2013.
Beauty Holding Three AG had published a voluntary public tender offer on October 31, 2012; the tender offer was accepted by a large number of shareholders. In total, Beauty Holding Three AG now holds 96.17 percent of shares in DOUGLAS HOLDING AG. As the 95 percent threshold has been passed, all shareholders who have so far not accepted the tender offer during the acceptance period or the additional acceptance period can tender their shares for the price of EUR 38 per share in cash during a further tender period ending at midnight CET on March 20, 2013.
Ranjan Sen, General Manager of Advent International GmbH in Frankfurt: “The high acceptance rate of over 95 percent makes the squeeze-out the logical next step for the partnership with DOUGLAS HOLDING and the Kreke family. Under the new, stable ownership structure, DOUGLAS Group will benefit from the de-listing and a significant reduction in regulatory requirements.”
About DOUGLAS HOLDING AG
With annual sales of more than EUR 3 billion, the DOUGLAS Group ranks amongst the leading European retailers. As a company listed in the MDAX the DOUGLAS Group represents “Excellence in Retailing” – with outstanding service, top quality products, an experiential store ambiance, and the friendliest employees in the business. The Group’s five retail divisions – Douglas perfumeries, Thalia bookstores, Christ jewelry stores, AppelrathCüpper fashion stores, and Hussel confectioneries – are among the market leaders and trendsetters in their respective sectors. The more than 24,000 employees provide a high level of service in the 1,900 specialty stores. In its state-of-the-art online shops the DOUGLAS Group also offers its outstanding service on the Internet.
For further information please go to www.douglas-holding.com.
About Advent International
Founded in 1984, Advent International is one of the world’s leading global buyout firms, with offices in 16 countries on four continents. Advent International is advised on investments in Germany by Advent International GmbH, Frankfurt. A driving force in international private equity for more than 28 years, Advent International has built an unparalleled global platform of over 170 investment professionals across Western and Central Europe, North America, Latin America and Asia. The firm focuses on international buyouts, strategic repositioning opportunities and growth buyouts in five core sectors, working actively with management teams to drive revenue growth and earnings improvements in portfolio companies. Since inception, Advent International has raised EUR 28 billion (USD 37 billion) in private equity capital and, through its buyout programmes, has completed 279 transactions in 35 countries.
For further information please go to www.adventinternational.com.
Important legal information / Disclaimer
This announcement is neither an offer to purchase nor an invitation to submit for sale the shares of DOUGLAS HOLDING AG. The terms and conditions of the takeover offer as well as other provisions pertaining to the takeover offer are solely governed by the offer document which is published in the internet under http://www.douglas-offer.com. The terms and conditions of the takeover offer may differ from the general information described here. It is urgently recommended that investors and owners of shares of DOUGLAS HOLDING AG ("Douglas Shareholders") read the entire offer document and all documents connected with the takeover offer, because they contain important information.
This announcement contains specific forward-looking statements. These statements do not represent facts and are characterised by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations of Beauty Holding Three AG (the "Bidder") and persons acting in concert with the Bidder pursuant to Section 2 para. 5 sentence 1 and sentence 3 of WpÜG with respect to possible future events, e.g., regarding the possible consequences of the takeover offer for DOUGLAS HOLDING AG, for those DOUGLAS Shareholders who choose not to accept the takeover offer or for future financial results of DOUGLAS HOLDING AG. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in concert with the Bidder pursuant to section 2 para. 5 sentence 1 and sentence 3 of WpÜG have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by the Bidder and persons acting in concert with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 of WpÜG. The forward-looking statements contained in this announcement could turn out to be incorrect; future events and developments could considerably deviate from the forward-looking statements contained in this announcement.
The takeover offer is issued exclusively under the laws of the Federal Republic of Germany, expecially under the WpÜG and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (“WpÜG Offer Regulation”) and certain applicable provisions of U.S. securities law. The takeover offer is not executed according to the provisions of jurisdictions (including the jurisdictions of Canada, Australia, and Japan) other than those of the Federal Republic of Germany and certain applicable provisions of U.S. securities law. Thus, no other announcements, registrations, admissions or approvals of the takeover offer outside the Federal Republic of Germany have been filed, arranged for or granted. The Douglas Shareholders cannot rely on having recourse to provisions for the protection of investors according to another jurisdiction than that of the Federal Republic of Germany. Any contract that is concluded on the basis of this takeover offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with them.
DOUGLAS Shareholders in the United States (the “U.S. Shareholders”) are notified that this takeover offer is being made in respect of securities of a company that is a foreign private issuer within the meaning of the Securities Exchange Act of of the United States of 1934, as amended (the “Exchange Act”) and whose shares are not registered pursuant to Section 12 of the Exchange Act. Before deciding to sell DOUGLAS Shares, U.S. Shareholders should carefully read the section “Important information for U.S. Shareholders” of the offer document because there are considerable differences between this takeover offer and public tender offers for securities of U.S. companies.
This takeover offer is being made in reliance on, and in compliance with exemptions from the application of certain provisions of the Exchange Act. Consequently, the Bidder is not required to comply with all of the tender offer rules under the Exchange Act and accordingly is subject to publication and other procedural requirements with regard to, inter alia, withdrawal rights, offer period, settlement procedures, and timing of payments, which may differ from the relevant requirements governing public tender offers in the United States.
Press Contact Kreke Family:
CNC - Communications & Network
Phone: +49 69 506 037 562
Mobile: +49 172 673 3826
Press Contact Advent International:
Hering Schuppener Consulting
Dr. Brigitte von Haacke
Mobile: +49 (171) 8630046
Oda von Dreising
Mobile: +49 (151) 15176631
Hering Schuppener Consulting
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