DGAP-Adhoc: Balda AG receives increased offer from Paragon, approval by AGM on 30 November / 1 December 2015 required


Balda AG / Key word(s): Disposal

20.10.2015 15:58

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted

by DGAP – a service of EQS Group AG.

The issuer is solely responsible for the content of this announcement.


Bad Oeynhausen, 20 October 2015 – Today, Balda AG has received an increased

offer for the sale of its entire operating business. After having announced

the conclusion of a purchase agreement concerning the sale of its entire

operating business with two acquiring companies which are managed by the

investment company Paragon, Munich (“Paragon”), Balda AG received a

notarized offer from the Heitkamp & Thumann group, Düsseldorf (“H&T”) for

the sale of its entire operating business for a purchase price of 70

million EUR on September 30, 2015. By accepting this offer from H&T, Balda

AG would receive a gross amount (including profits to be paid out for the

past business year) of 73.9 million EUR (before indemnifications, taxes and


By today’s notarized offer, Paragon has offered to increase the prior offer

of a purchase price of 62.9 million EUR to 65.9 million EUR.

Pursuant to the initial purchase agreement, Paragon may demand from Balda

AG (or an affiliated company) a seller’s loan in the amount of 25 million

EUR at an interest rate of 7.5 % p.a. over the three-month EURIBOR for a

term of up to three years. Paragon may repay the loan prematurely to the

end of each calendar quarter. Today, Paragon has offered to (i) increase

the loan amount by 3 million EUR to 28 million EUR, (ii) definitely draw on

the loan and (iii) waive the right to premature repayment of the loan.

Balda AG would thereby receive an estimated 6.2 million EUR over three

years (assuming the EURIBOR roughly remains at its current level).

All in all, the company would receive a gross amount (including profits to

be paid out for the past business year) of 75.9 million EUR (before

indemnifications, taxes and costs) from the sale and the interest accruing

on the loan for the period of three years.

The increased offer from Paragon and the purchase agreement concluded with

Paragon are automatically terminated if H&T (or a third party) submits an

offer with an increased purchase price of at least 74 million EUR. In such

event, Balda AG is obligated to pay to Paragon a compensation in the amount

of 1.4 million EUR.

The increased offer is subject to the condition precedent of approval by

the annual general meeting (AGM) of Balda AG as well as the approval by the

anti-trust authorities.

The Management Board will invite shareholders to the AGM for 2015 shortly,

which is – as a precautionary measure – planned for two days, 30 November

2015 and 1 December 2015.

At the AGM, the purchase agreement entered into with Paragon as amended by

today’s increased offer as well as the offer from H&T will be proposed to

the AGM for approval. The obligation of Elector GmbH, which holds

approximately 29.43% of the shares in Balda AG, to vote in favor of the

sale to Paragon also applies to the purchase agreement with Paragon as

amended by today’s offer.

Moreover, as previously disclosed, the Management Board and the Supervisory

Board intend to suggest a dividend payment of 1.10 EUR per share and,

subject to the sale of the operative business, a repayment of 0.90 EUR per

share to the shareholders from a reduction of the share capital as well as

a change of the business purpose of the company.

Contact / contact person

Michael Pfister

Deekeling Arndt Advisors

Tel: +49 (0) 5734 922 2555

Mobil: +49 (0) 160 90560506

Mail: michael.pfister@deekeling-arndt.de

About Balda

Balda (ISIN: DE0005215107) is a provider of high-end plastics solutions

that rely on quality in sophisticated fields of application in the

healthcare, lifestyle, automotive and consumer electronics industry. Balda

operates in Europe and Northern America and has state of the art production

sites at the Oeynhausen headquarters in Germany and in the US. The

company’s success with its about 780 staff worldwide is based on the use of

modern, cost-efficient technologies and the close cooperation with our

customers in a spirit of trust.


20.10.2015 The DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Media archive at www.dgap-medientreff.de and www.dgap.de


Language: English

Company: Balda AG

Bergkirchener Str. 228

32549 Bad Oeynhausen


Phone: +49 (0) 57 34 / 9 22-0

Fax: +49 (0) 57 34 / 9 22-2604

E-mail: ir@balda-group.com

Internet: www.balda-group.com

ISIN: DE0005215107

WKN: 521510

Listed: Regulated Market in Frankfurt (Prime Standard); Regulated

Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,

Munich, Stuttgart

End of Announcement DGAP News-Service