23.02.2016
Delticom AG DE0005146807
DGAP-Adhoc: Delticom AG acquires online food retailing interests
Delticom AG / Key word(s): Investment/Strategic Company Decision
23.02.2016 14:28
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.
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Delticom AG acquires online food retailing interests
Hannover, February 23, 2016 - Delticom AG, Hannover, Germany ("Delticom")
- WKN 514680, ISIN DE0005146807, ticker symbol DEX - has acquired a 90 %
interest in Gourmondo Food GmbH, Munich, Germany ("Gourmondo"), and a 100 %
interest in ES Food GmbH ("ES Food"), Hannover, Germany. The acquisition
agreement is to be executed soon. Both companies are active in the online
food retailing area. Gourmondo and ES Food operate more than 10 domains,
including gourmondo.de, gourmondo.nl, alnatura-shop.de, lebensmittel.de and
supermarkt.at. Moreover, ES Food operates an advanced, state-of-the-art
automated warehousing system.
At the same time, Delticom is to acquire Ringway GmbH, an 80 percent
subsidiary of ES Food that has developed and markets an innovative 3D
online shop.
Concurrently with the execution of the acquisition agreement, Delticom AG
will acquire a shareholder loan granted to Gourmondo Food GmbH, as well as
software rights required for the operation of the online eFood shops.
The sellers are Prüfer GmbH, Hannover, Germany, and direct or indirect
wholly-owned subsidiaries of Prüfer GmbH.
The acquisition price amounts to a total of EUR 30 million, with EUR 18.5
million being paid in cash, EUR 1.5 million being rendered through assuming
the bank borrowings of Gourmondo, and EUR 10 million rendered through
issuing new Delticom shares to one of the sellers, Seguti GmbH (a
wholly-owned subsidiary of Prüfer GmbH). The value of the new Delticom
shares was calculated on the basis of the three-month weighted average
price of the Delticom share up to and including yesterday.
The Management and Supervisory boards of Delticom AG have today approved
the issuing of the new shares against non-cash capital contributions
through partial utilization of the Authorized Capital 2011.
Through this acquisition, the European leader of the online automotive
business is reinforcing his logistic competences and is expanding into
promising sections of efood.
Prüfer GmbH currently holds directly or indirectly a total of 2,990,227
shares (25.03 % of the share capital) of Delticom AG, and consequently
comprises a shareholder with significant influence over the Group according
to IAS 24. This equity interest is attributable to Delticom Management
Board member Dr. Andreas Prüfer pursuant to Section 22 (1) Clause 1 No. 1
of the German Securities Trading Act (WpHG).
In connection with the aforementioned transaction, an agreement has been
reached between Prüfer GmbH and Binder GmbH, whereby Prüfer GmbH is to
acquire 800,000 of the Delticom shares held by Binder GmbH for an
acquisition price of EUR 25 per share (total acquisition price: EUR 20
million). Prüfer GmbH is thereby reinvesting the total EUR 18.5 million
cash that the sellers receive from Delticom into Delticom shares, and
Prüfer GmbH will acquire further Delticom shares worth EUR 1.5 million.
Following the execution of the transaction and the share purchase agreement
as well as the entry of the non-cash capital increase in the commercial
register, Prüfer GmbH will hold directly or indirectly 4,303,308 Delticom
shares (34,57 % of the share capital), and Binder GmbH will hold 2,186,861
Delticom shares (17,55 % of the share capital). The existing pooling
arrangement between Prüfer GmbH, Dr. Andreas Prüfer, Binder GmbH and Mr.
Rainer Binder remains in place.
< End of the ad hoc announcement>
Company profile:
Delticom is Europe's leading online retailer for tyres and car parts and
accessories. Founded in 1999, the Hanover-based company has more than 300
online shops and websites in 45 countries, among others ReifenDirekt in
Germany, Austria and Switzerland. The Delticom group also includes the
online shops of Tirendo. The four-time Formula 1 World Champion Sebastian
Vettel was Tirendo's brand ambassador between 2012 and 2015 and
participated in particular in TV spots and viral videos promoting the
brand. Delticom offers a wide range of products for its private and
business customers: more than 25,000 models from over 100 tyre brands for
cars, motorcycles, commercial vehicles and buses, but also complete wheels.
More than 300,000 car parts, including motor oil, replacement parts and
accessories, complement the product portfolio.
Customers enjoy all the advantages of modern E-Commerce: convenience in
order placing, quick, efficient delivery, clear cost information and, last
but not least, low prices. The products are delivered in two business days
to any address the customer chooses. Alternatively, Delticom delivers the
tyres to one of more than 42,000 service partners (9,500 in Germany alone)
for professional fitting directly on to the customer's vehicle at a
reasonable price
Website: www.delti.com
Contact:
Delticom AG Investor Relations
Melanie Gereke
Brühlstraße 11
30169 Hannover
Tel.: +49(0)511-936 34-8903
Fax: +49 (0)89-208081147
e-mail: [email protected]
23.02.2016 The DGAP 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: Delticom AG
Brühlstraße 11
30169 Hannover
Germany
Phone: +49 (0)511 93634 8000
Fax: +49 (0)511 33611 655
E-mail: [email protected]
Internet: www.delti.com
ISIN: DE0005146807
WKN: 514680
Listed: Regulated Market in Frankfurt; Regulated Unofficial Market in
Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart
End of Announcement DGAP News-Service
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E-Commerce , 514680 , DEX , XETR:DEX