Press Releases

Haniel expedites debt reduction measures

11/27/2012

  • Reduction of Celesio interest to 50.01% by way of accelerated bookbuilding
  • Reduction of Metro interest to 30.01% planned within 18 months
  • Celesio AG and Metro AG remain core investments in portfolio
  • Sale of non-strategic assets within 12 months
  • Net debt to drop significantly below EUR 2 billion

Duisburg, 27 November 2012. The Management and Supervisory Boards of Franz Haniel & Cie. GmbH have resolved a comprehensive package of measures to reduce the debt position. In a first step, the company’s ownership interest in Celesio AG will be reduced. Around 7.9 million shares are to be placed in the short-term by way of an accelerated bookbuilding to institutional investors. Furthermore, the Supervisory Board approved the sale of roughly 4.24% of Metro shares within the next 18 months which represents a total volume of about 13.7 million shares. The ownership interest in both companies will fall from 54.64% to 50.01% (Celesio AG) and from 34.24% to 30.01% (Metro AG) respectively.

“This is a decisive step for Haniel on its way to significantly reducing our net debt position at holding level as previously announced,” said Haniel CEO Stephan Gemkow. “Given the currently stable market environment and the attractiveness of the company we are confident to place the Celesio shares well on the market.

The position in Metro AG will also be adjusted within the next 18 months. Following the reduction of the stake to 30%, Haniel will remain the largest shareholder.

With the adjustment of the respective stakes, Haniel continues to maintain significant strategic influence at both companies and will continue to pursue its interests in a constructive way. “We are convinced of the sustainable value potential of Metro and Celesio. Therefore, both remain long term core investments in the Haniel portfolio,” said Gemkow. “Haniel’s other business segments CWS-boco, ELG and TAKKT are not part of the adopted package of measures.”

Additional proceeds of about 150 million Euros are to be generated from the sale of non-strategic assets. In the foreseeable future the net debt position should drop well below EUR 2 billion. With this package of measures, Haniel is taking decisive action to reduce debt at holding level and to improve its portfolio balance. This will provide a solid platform for further growth and value generation at the Haniel Group.

Celesio shares will be offered to international institutional investors. The placement is managed by Deutsche Bank AG. Haniel has agreed a lock-up period. In the next six months, the company will not engage in any further stake sales or transactions which could lead to a further reduction in its Celesio holding.

This document does not constitute an offer to sell securities, or a solicitation of an offer to buy securities, in the United States of America or in any other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”).  The securities of Celesio AG described herein have not been and will not be registered under the Securities Act, or the laws of any State, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable State laws. Celesio AG does not intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States.
This document does not constitute a public offer in any member state of the European Economic Area. The securities of Celesio AG will be offered and sold exclusively in a manner that allows for a placement without a prospectus or similar offering document; in particular, in member states of the European Economic Area in which Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended as of 24 November 2010 (the “Prospectus Directive”), is applicable, the securities will be offered or sold exclusively to qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that act for their own account or for the account of other such qualified investors.  In the United Kingdom, this document is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, qualified investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).  Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.