home24 SE: Joint reasoned statement: management board and supervisory board of home24 recommend shareholders to accept the takeover offer of RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH

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Joint reasoned statement: management board and supervisory board of home24 recommend shareholders to accept the takeover offer of RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH

• Offer Price of EUR 7.50 per home24 share is fair and adequate and provides home24-shareholders with the opportunity of a secure, timely and fair value realization
• Takeover offer by companies of the XXXLutz Group is, in the opinion of the management board and supervisory board, in the best interest of the company, its shareholders, employees and other stakeholders

BERLIN, November 16, 2022 – Today, the management board and the supervisory board of home24 SE (“home24” and “the Company”) have published a joint reasoned statement regarding the voluntary public takeover offer launched by RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH (the “Bidders”) to all home24‑shareholders (the “Offer”) pursuant to Section 27 of the German Securities Acquisition and Takeover Act (“WpÜG”) (the “Statement”). The management board and the supervisory board have each independently intensively reviewed and evaluated the offer document published by the Bidders and the terms and conditions of the Offer and deem the Offer to be in the best interest of the Company, its shareholders, employees and other stakeholders. After careful consideration of the offer document, the management board and the supervisory board also deem the cash consideration of EUR 7.50 per home24-share to be fair and adequate. The management board and the supervisory board have examined the Offer and recommend to the home24‑shareholders to accept the Offer.

For the evaluation, the management board and the supervisory board considered in particular the premium on the Company’s historical share prices and also compared these with the price targets of financial analysts. For the review of the offer price regarding its fairness, the management board and the supervisory board were advised by Joh. Berenberg, Gossler & Co. KG as financial advisor to the Company who has provided a fairness opinion that confirms that the offer price is indeed fair (the “Fairness Opinion”). The Offer of EUR 7.50 per home24-share contains a premium of EUR 4.15 or approximately 124% on the XETRA® closing price on the last trading day prior to the announcement of the offer decision of RAS Beteiligungs GmbH on October 5, 2022. The volume-weighted average domestic XETRA® stock exchange price of the home24-share for the three-month period prior to October 5, 2022 was EUR 3.11, so that the offer consideration includes a premium of EUR 4.39, or approximately 141%, on this average stock exchange price. Further, the offer price is above the average of the price targets published by financial analysts for the home24-share prior to October 5, 2022, which is EUR 6.93. The Offer therefore provides home24-shareholders with an opportunity for a safe, timely and fair realization of value. Stock exchange prices after October 5, 2022 and thus also before or after the announcement by the LSW GmbH and SGW Immo-GmbH on October 28, 2022 to make an offer to the home24-shareholders at EUR 7.50 were not considered relevant, as those were significantly influenced by the offer consideration of EUR 7.50 announced by RAS Beteiligungs GmbH.

Through the Offer, the bidders and XXXLutz-Group can strategically and financially support the further, long-term and sustainable growth of home24 on an economically stable basis and the market position of home24 as a pure-play home & living e-commerce destination can be strengthened and expanded. The management board and the supervisory board therefore also share the economic and strategic background of the Offer as described in the offer document and welcome the intention of the Bidders expressed therein to support home24 in the expansion of its offer to increase customer loyalty and purchase frequency, in the expansion of its regional presence by providing further showrooms and sales premises, as well as in the further growth of its online business.

home24-shareholders may accept the Offer of the Bidders via their depositary bank and tender their shares since the publication of the offer document on November 11, 2022. The acceptance period is expected to end on December 9, 2022, 24:00 (local time Frankfurt am Main). The closing of the Offer is subject to customary closing conditions, but not to a minimum acceptance threshold being reached. XXXLutz has already secured approximately 68.7% of the current share capital of home24 and intends to delist the home24-Shares from the stock exchange following consummation of the Offer. The detailed terms and conditions of the Offer as well as the closing conditions can be found in the offer document of the Bidders.

The Statement is available free of charge from home24, Investor Relations, Otto-Ostrowski-Straße 3, 10249 Berlin, (phone: +49 30 60988 0019, fax:  +49 30 201632 9499, e-mail: ir@home24.de).

In addition, the Statement is available on the internet at https://www.home24.com/websites/homevierundzwanzig/English/4000/investor-relations.html (in the section “Takeover Offer”). The Statement and any supplements and/or additional statements on possible amendments to the Offer will be published in German and in non-binding English translations. Only the German versions are authoritative.

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.

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.