DGAP-Adhoc: Balda AG: Second offer re sales of the entire operating business, approval by General Meeting required


Balda AG / Key word(s): Disposal

01.10.2015 14:21

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, 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

such commitment.

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

Michael Pfister

Deekeling Arndt Advisors

tel: +49 (0) 69 97098510

email: 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.


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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