Balda AG / Key word(s): Disposal
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Bad Oeynhausen, October 1, 2015 – After Balda AG announced on September 23,
2015 that it had concluded a purchase agreement regarding the sale of the
entire operating business with purchasing companies managed by the
investment company Paragon, Munich, (“Paragon”), it received another offer
today: Heitkamp & Thumann Group from Düsseldorf, (“H&T”) submitted a
notarial offer at a purchase price of 70 million EUR.
This offer would similarly comprise the purchase of all operating units of
the Balda Group, i.e. Balda Medical GmbH & Co. KG, Balda C. Brewer, Inc.,
and Balda Precision, Inc., both located in California, USA, and Balda
Medical Systems SRL, Romania as well as further assets. H&T also offers to
take over the entire staff of the operating units and staff of Balda AG.
They do not plan, however, to purchase the “Balda” brand. If the offer by
H&T is accepted, the company will generate a gross amount of about 73.9
million EUR from the sale (before exemptions, taxes and costs and including
the profit to be paid out for the past business year).
H&T had already carried out a Due Diligence at Balda and conducted
negotiations with Balda concerning the purchase of the operating business
but had so far not matched the offer by Paragon, so that the company signed
the contract with Paragon. The offer that was submitted today, however,
significantly improved the purchase price previously offered by H&T.
This means that the company now is being presented with a second offer
besides the purchase agreement concluded on 23 September 2015. Both offers
are subject to approval by the General Meeting.
As a prerequisite for a conclusion of the notarized purchase agreement
dated September 23, 2015, Paragon requested that Elector GmbH (being Balda
AG’s largest shareholder with about 29.43% of the shares) commits to vote
for the sale to Paragon at the General Meeting scheduled for November 2015.
In the interest of concluding the purchase agreement, Elector GmbH made
Consequently, the General Meeting will not only determine whether the
operating business of the Balda Group is to be sold but will also have to
make a decision between the purchase agreement with Paragon dated September
23 and the offer by H&T. The resolution by the General Meeting requires a
majority of 75 % of the votes cast.
The Board of Directors and the Supervisory Board will evaluate both offers
and prepare a recommendation for the decision for the General Meeting.
Whether the Annual General Meeting scheduled for November 19, 2015 will
have to be postponed by a few days is currently being reviewed.
Irrespective thereof, the suggestion remains on the table to pay out to
shareholders a dividend in the amount of 1.10 EUR per share plus, provided
the operating business is sold, revenues from a planned capital reduction
in the amount of 0.90 EUR per share and to also change the purpose of the
business. Changing the company name will probably not be necessary if the
offer by H&T is accepted.
contact / contact person
Deekeling Arndt Advisors
tel: +49 (0) 69 97098510
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.
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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