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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 &
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
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.
|Phone:||+49 (0)211 5408-7225|
|Fax:||+49 (0)211 5408-7005|
|ISIN:||DE0007257503, DE0007257537, Weitere: www.ceconomy.de/de/investor-relations/|
|WKN:||725750, 725753, Weitere: www.ceconomy.de/de/investor-relations/|
|Listed:||Regulated Market in Dusseldorf, Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1155091|
|End of Announcement||DGAP News Service|
1155091 14-Dec-2020 CET/CEST
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