Balda AG / Key word(s): Disposal
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
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
Deekeling Arndt Advisors
Tel: +49 (0) 5734 922 2555
Mobil: +49 (0) 160 90560506
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
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
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
End of Announcement DGAP News-Service