home24 SE: Business combination agreement entered into with XXXLutz and increase of the share capital by 10%

NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Berlin, October 5, 2022 – Today, home24 SE (the “Company”) (ISIN DE000A14KEB5) has entered into a business combination agreement (the “Agreement”) with the Austrian XXXLutz KG (“XXXLutz”) and its Austrian subsidiary, RAS Beteiligungs GmbH (the “Bidder”). The Agreement is based on the Bidder’s intention, announced today, to launch a voluntary public takeover offer (the “Offer”) for all outstanding shares in the Company (the “home24 Shares”) against payment of a consideration 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% on the volume-weighted average share price over the last three months.

By entering into the Agreement and by consummation of the Offer, the parties intend to bundle their successful business models. Thereby, the growth strategy of home24 will be supported in a long-term, strategic and financially sustainable manner and, in particular, the market position of home24 as a pure-play home & living e-commerce destination will be further strengthened and expanded. XXXLutz is also committed to home24 continuing to be managed under its own responsibility and by the current management team. 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 maintained 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. At this time, they consider it to be in the best interest of the Company, its shareholders, employees and other stakeholders.

The Offer will be subject only to merger control clearances, the non-opening of insolvency proceedings in respect of the Company and its subsidiary Mobly S.A. and the non-implementation of certain capital measures by the Company. The Bidder has already received irrevocable tender commitments in relation to the Offer inter alia from several major shareholders.

In the Agreement, the Bidder has also undertaken to subscribe to a capital increase of the Company independently of the Offer. The management board of the Company has therefore resolved today, with the consent of the supervisory board, to increase the share capital of the Company by approximately 10% against cash contributions, making use of the Authorized Capital 2022 and excluding the statutory subscription rights of the shareholders (the “Capital Increase”). The 3,046,366 new shares will be subscribed exclusively by RAS Beteiligungs GmbH at a price of EUR 7.50 per new share – i.e. the Offer Price. The new shares will have the same dividend rights as all other shares of the Company and will be included in the existing quotation of the Company’s shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange in a timely manner. The Company expects gross issue proceeds of approximately EUR 23 million from the Capital Increase.

By way irrevocable undertakings with certain major shareholders of the Company, together with home24 Shares that will be issued for the Capital Increase and share purchases as well as other instruments, the Bidder and its parent XXXLutz KG have secured in total c. 60% of the Company’s future share capital.

Finally, it is agreed in the Agreement that the Bidder will not enter into a domination or profit and loss transfer agreement with the Company for a period of three years after consummation. The Bidder is considering a Delisting of the home24 Shares from the stock exchange following consummation of the Offer.

Person making the notification: Dr. Martin Bredol, Capital Market Compliance Officer

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Disclaimers

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.

Contact:
Philipp Steinhaeuser, ir@home24.de