10.06.2014
Heidelberger Druckmaschinen AG DE0007314007
DGAP-Adhoc: Heidelberger Druckmaschinen AG: Capital increase against contribution of stake in Gallus Holding AG held by Ferd. Rüesch AG
Heidelberger Druckmaschinen AG / Key word(s): Capital Increase/Acquisition
10.06.2014 10:06
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Heidelberg, 10 June 2014 - The management board (Vorstand) of HEIDELBERGER
DRUCKMASCHINEN Aktiengesellschaft (Heidelberg), Heidelberg (ISIN
DE0007314007), has resolved with the approval of the supervisory board
(Aufsichtsrat), to carry out a capital increase against contribution in
kind from authorised capital with the exclusion of the subscription rights.
For such purpose, Ferd. Rüesch AG, Switzerland, will contribute its 70 %
stake in Gallus Holding AG, Switzerland, as contribution in kind into
Heidelberger Druckmaschinen AG against the issue of new shares.
Heidelberg undertakes, in consideration of the holding in Gallus Holding AG
that will be contributed by Ferd. Rüesch AG, to issue up to 23,000,000 new
shares and make a cash payment in the amount of a single-digit EUR million
sum. The amount of the consideration depends, inter alia, on the further
performance of the price of the Heidelberg share until the capital increase
is notified. The face value of the new shares will amount to at least EUR
2.70 per new share of the company. The registration of the capital increase
against contribution in kind is expected to take place in July this year.
Ferd. Rüesch AG undertakes to hold the shares thus acquired until 31 July
2015.
After the completion of the transaction, Heidelberg will directly and
indirectly hold 100 % of the shares in Gallus Holding AG. Through the
capital increase against contribution in kind from authorised capital, the
share capital of the company will be increased by up to EUR 58,880,000.00
to EUR 659,040,714.24 with partial utilisation of the authorised capital by
issuing up to 23,000,000 new bearer shares.
Through this intended full takeover of Gallus Holding AG, Heidelberg aims
to further develop its digital portfolio. By acquiring approx. 9 percent of
Heidelberg shares in consideration for the Gallus shares, Ferd. Rüesch AG
will also become a new strategic anchor investor of the company. By
simultaneously enhancing Heidelberg's capital structure, the strategic
re-orientation of the company is further promoted.
Contact:
Heidelberger Druckmaschinen AG
Corporate Public Relations
Thomas Fichtl
Phone: +49 (0)6221 92 5900
Mobile: +49 (0)173 318 69 47
Fax: +49 (0)6221 92 5088
E-Mail: [email protected]
Investor Relations
Robin Karpp
Tel: +49 (0)6221- 92 6020
Fax: +49 (0)6221- 92 5189
E-Mail: [email protected]
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Information and Explaination of the Issuer to this News:
Heidelberg invests in digital packaging printing
- Full acquisition of Gallus Holding AG, Switzerland
- Capital increase against contribution in kind by up to 23,000,000
shares from authorised capital by contribution of the stake in Gallus
Holding AG held by Ferd. Rüesch AG
- Strategic cooperation of the two companies reaches next level
- Ferdinand Rüesch becomes new anchor investor of Heidelberg
- Enhanced capital structure as starting point for portfolio adjustments
The management board (Vorstand) of Heidelberger Druckmaschinen AG
(Heidelberg) has resolved with the approval of the supervisory board
(Aufsichtsrat) to carry out a capital increase against contribution in kind
from authorised capital with the exclusion of the subscription rights. For
such purpose, Ferd. Rüesch AG, Switzerland, a company controlled by
Ferdinand Rüesch, will contribute its 70 % stake in Gallus Holding AG,
Switzerland, as contribution in kind into Heidelberger Druckmaschinen AG
against the issue of new shares. After the completion of the transaction,
Heidelberg will directly and indirectly hold 100 % of the shares in Gallus
Holding AG. Gallus is a leading supplier in the packaging industry for
labels and folding boxes. In 2013, the Group generated a turnover of CHF
188 million with approx. 500 employees.
The planned complete takeover of Gallus Holding AG accelerates the
development and use of Heidelberg's digital products in the growing labels
sector. In fall this year, Heidelberg and Gallus will be unveiling a new
digital printing system for the label market that incorporates Fujifilm
technology. By acquiring approx. 9 percent of Heidelberg shares in
consideration for the Gallus stake, Ferdinand Rüesch will also become a new
strategic anchor investor of the company. At the same time, Heidelberg is
strengthening its capital structure, which will support the company's
strategic reorientation.
'We are very proud to have won Ferdinand Rüesch as anchor investor with
long-standing sector knowledge,' said Heidelberg CEO Gerold Linzbach. 'The
full acquisition of Gallus will further enhance the cooperation of the two
companies. Together, we will continue to foster the development in the
growing market for digital label production.'
Capital increase against contribution of stake in Gallus Holding AG held by
Ferd. Rüesch AG
Heidelberg undertakes, in consideration for the holding in Gallus Holding
AG that will be contributed by Ferd. Rüesch AG, to issue up to 23,000,000
new shares and make a cash payment in the amount of a single-digit EUR
million sum. The amount of the consideration depends, inter alia, on the
further performance of the price of the Heidelberg share until the capital
increase is notified. The face value of the new shares will amount to at
least EUR 2.70 per new share of the company. The registration of the
capital increase against contribution in kind is, subject to approval by
the antitrust authorities, expected to take place in July this year. Ferd.
Rüesch AG undertakes to hold the acquired shares until 31 July 2015.
Through the capital increase against contribution in kind from authorised
capital, the share capital of the company will be increased by up to EUR
58,880,000.00 to EUR 659,040,714.24 with partial utilisation of the
authorised capital.
'Both, the enhanced capital structure and the operative synergies will
create the room required to further enhance the product and service range
of both companies,' said Dirk Kaliebe, CFO at Heidelberg. 'This is the
starting signal for the profit focused alignment of our portfolio and the
steps required in this context.'
Images and further company information are available at www.heidelberg.com
and www.gallus-group.com.
Other dates:
The figures for the financial year 2013/2014 are due to be published on
June 11, 2014.
The Heidelberg Annual General Meeting will take place on July 24, 2014.
For further information:
Heidelberger Druckmaschinen AG
Corporate Public Relations
Thomas Fichtl
Tel.: +49 (0)6221 92-5900
Fax: +49 (0)6221 92-5088
E-Mail: [email protected]
Investor Relations
Robin Karpp
Tel: +49 (0)6221- 92 6020
Fax: +49 (0)6221- 92 5189
E-Mail: [email protected]
Important note:
This press release contains forward-looking statements based on assumptions
and estimations by the Management Board of Heidelberger Druckmaschinen
Aktiengesellschaft. Even though the Management Board is of the opinion that
those assumptions and estimations are realistic, the actual future
development and results may deviate substantially from these
forward-looking statements due to various factors, such as changes in the
macro-economic situation, in the exchange rates, in the interest rates and
in the print media industry. Heidelberger Druckmaschinen Aktiengesellschaft
gives no warranty and does not assume liability for any damages in case the
future development and the projected results do not correspond with the
forward-looking statements contained in this press release.
10.06.2014 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Heidelberger Druckmaschinen AG
Kurfürsten-Anlage 52-60
69115 Heidelberg
Germany
Phone: +49 (0)6221 92-60 22
Fax: +49 (0)6221 92-51 89
E-mail: [email protected]
Internet: www.heidelberg.com
ISIN: DE0007314007
WKN: 731400
Indices: SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart
End of Announcement DGAP News-Service
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