DGAP-Adhoc: CECONOMY AG concludes an agreement with Convergenta Invest GmbH on the acquisition of the MediaMarktSaturn minority stake and reorganization of the shareholder structure under implementation of capital measures
DGAP-Ad-hoc: CECONOMY AG / Key word(s): Mergers & Acquisitions
CECONOMY AG concludes an agreement with Convergenta Invest GmbH on the acquisition of the MediaMarktSaturn minority stake and reorganization of the shareholder structure under implementation of capital measures
14-Dec-2020 / 19:05 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The Management Board of CECONOMY AG ("CECONOMY") today concluded, with the approval of the Supervisory Board, an agreement with Convergenta Invest GmbH ("Convergenta"), the investment company of the Kellerhals family, regarding the acquisition of the minority stake of 21.62% in Media-Saturn-Holding GmbH ("MediaMarktSaturn") held by Convergenta. The parties thereby intend to reorganize their shareholdings in MediaMarktSaturn and to achieve, among other things, a stronger focus on the operating business and the realization of considerable synergies based on a simplified company structure and governance.
In the course of this transaction, Convergenta will transfer its MediaMarktSaturn stake to CECONOMY, so that CECONOMY will increase its shareholding in MediaMarktSaturn to 100% in total. As consideration, CECONOMY will
- issue 125.8 million new ordinary bearer shares of CECONOMY (with full dividend entitlement from 1 October 2020) to Convergenta, under exclusion of the statutory subscription rights of the shareholders, which shall be created by increase of the registered share capital by 321,602,593.27 € through contribution in kind,
- issue convertible bonds in the total nominal amount of 151 €m (issue price: 160 €m) to Convergenta with a term of five years and a 30% conversion premium, at an interest rate of 0.05% per annum and an initial conversion price of 5.42 €, initially convertible into up to around 27.9 million ordinary bearer shares of CECONOMY, under exclusion of the statutory subscription rights of the shareholders, which are secured by a new conditional capital to be created, and
- pay a cash component in the aggregate amount of 130 €m to Convergenta, payable in two tranches.
On the basis of the 3-months volume-weighted average price (3M VWAP) of the CECONOMY shares of 4.17 €, this results in a consideration of around 815 €m.
As a consequence of the transaction, Convergenta will, prior to exercising the conversion right, become a shareholder with a stake of approx. 25.9% of the share capital of CECONOMY. Convergenta aims at a stake of up to 29.9% of the ordinary shares. Convergenta has undertaken not to acquire any further shares in CECONOMY or to take any other measures which would lead to a change of control and a mandatory offer until expiry of six months after consummation of the capital increase through contribution in kind, but until 31 December 2021 at the latest. Further, Convergenta has committed until expiry of six months after consummation of the capital increase through contribution in kind, but until 31 December 2021 at the latest, to divest at most up to four percent of the ordinary shares issued by CECONOMY.
In addition to a simplification of the company structure and related operative advantages as well as savings in administrative costs (expected to be around 4 €m annually), the transaction will make CECONOMY's tax-loss carry-forwards, which amount to around 1.2 €bn each for corporate and trade tax, structurally usable. Based on current budget and medium-term planning, the transaction is expected to increase earnings per share from the first financial year onwards.
The closing of the transaction is inter alia subject to the approval of CECONOMY's shareholders' meeting. Further details will result from the convocation of the shareholders' meeting, which is expected to be published in the German Federal Gazette (Bundesanzeiger) at the beginning of January 2021.
Person making the notification: Stephanie Ritschel, Vice President Investor Relations, CECONOMY AG
This announcement may contain forward-looking statements that are based upon current views and assumptions of the CECONOMY management, which were made to its best knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of CECONOMY to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving these documents are advised not to rely on these forward-looking statements. CECONOMY does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments.
14-Dec-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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1155091 14-Dec-2020 CET/CEST
Quelle: boersengefluester.de und Firmenangaben
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