HORNBACH Baumarkt AG: Management Board and Supervisory Board Recommend Acceptance of Public Delisting Offer of HORNBACH Holding AG & Co. KGaA

BORNHEIM, Germany–(BUSINESS WIRE)–The management board and the supervisory board of HORNBACH Baumarkt AG (“HORNBACH Baumarkt”) published on Friday 1 January their joint reasoned opinion on the public delisting offer of HORNBACH Holding AG & Co. KGaA (“HORNBACH Holding”) to all shareholders of HORNBACH Baumarkt 21, 2022. HORNBACH Holding is the parent company of the HORNBACH Group. HORNBACH Baumarkt is the largest operating subgroup (diy retail) of the HORNBACH Group, which operates a total of 167 outlets and webshops in nine European countries as of November 30, 2021.

The executive board and the supervisory board of HORNBACH Baumarkt are of the opinion that the delisting is in the interest of the HORNBACH Group. After careful and independent review of the offer document published on January 14, 2022, they support the public delisting offer of HORNBACH Holding. The Management Board and the Supervisory Board consider that the offer price of €47.50 in cash per HORNBACH Baumarkt share adequately reflects the value of the HORNBACH Baumarkt share.

“We support the public delisting offer of HORNBACH Holding and recommend that all shareholders of Baumarkt accept the offer and tender their shares. The offer is financially attractive and in the best interests of HORNBACH Baumarkt, its employees and business partners,” says Erich Harsch, CEO of HORNBACH Baumarkt.

In this context, HORNBACH Baumarkt will henceforth request the revocation of the admission of the HORNBACH Baumarkt shares to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange in due course.

The joint reasoned opinion of the management board and the supervisory board of HORNBACH Baumarkt is available on the company’s Investor Relations website.

Printed copies of the joint reasoned opinion are also available free of charge from HORNBACH Baumarkt AG, Investor Relations, Hornbachstraße 11, 76879 Bornheim, Germany, invest@hornbach.com.

The acceptance period for the public delisting offer of HORNBACH Holding began with the publication of the offer document on January 14, 2022 and will end at midnight (CET) on February 22, 2022.

Please note that only the joint reasoned opinion of the executive board and the supervisory board of HORNBACH Baumarkt is binding. The information contained in this press release does not constitute explanations or additions to the statements contained in the joint reasoned opinion.

About the HORNBACH Group

HORNBACH is a family-owned, independent and listed company. In the financial year 2020/21 (balance sheet date: February 28, 2021), it increased its (net) turnover by 15.4% to 5.5 billion euros. Founded in 1877, HORNBACH is the only DIY sector player with a history of six generations. HORNBACH operates 167 DIY stores and garden centers (including specialist stores), online shops in nine European countries and 36 building material stores (under the HORNBACH Baustoff Union umbrella). The HORNBACH sales concept and its product ranges are perfectly tailored to the needs of project and commercial customers. The company guarantees consistently low prices to its customers, making it the price leader in its industry. The high quality of advice and the excellent service she provides to clients have been documented in numerous independent tests and studies. With pioneering achievements, such as the first combined DIY store and garden center (1968), the first megastore (1980) and the first DIY store with drive-in (2003), HORNBACH has repeatedly demonstrated its innovative strength. The company has also acted as a jobs engine for decades, with more than 24,000 employees now working to drive its success.

Important Notice

This announcement is neither an offer to buy nor a solicitation of an offer to sell shares of HORNBACH Baumarkt AG nor an offer or recommendation to buy shares of HORNBACH Holding AG & Co. KGaA. The final terms of the public delisting offer, as well as other provisions regarding the public delisting offer, are set forth in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (BaFin ). Investors and holders of shares in HORNBACH Baumarkt AG are strongly advised to read the offer document and all other relevant documents relating to the public delisting offer, as they contain important information.

The delisting tender offer has been made exclusively under the laws of the Federal Republic of Germany, in particular under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the German Stock Exchange Act (Borsengesetz), as well as certain applicable provisions of the Securities Exchange Act of the United States and Canada, is made pursuant to applicable exemptions from the formal requirements relating to take-over bids under National Instrument 62-104 – Tender and Issuer Bids. Documentation relating to the takeover bid is or will be available at www.pluto-offer.com. Any contract entered into on the basis of the public buy-out offer will be exclusively governed by the laws of the Federal Republic of Germany and must be interpreted in accordance with these laws.

To the extent permitted by applicable law or regulation, and consistent with German market practice, HORNBACH Holding AG & Co. KGaA, its affiliates or its brokers may have purchased or entered into agreements to purchase shares of HORNBACH Baumarkt AG prior to the period during which the offer remains open for acceptance, or may purchase, or enter into agreements to purchase, shares of HORNBACH Baumarkt AG, directly or indirectly, outside the scope of the offer public delisting, during or after the period during which the offer remains open for acceptance. This also applies to other securities directly convertible, exchangeable or exercisable into shares of HORNBACH Baumarkt AG. These purchases can be made on the stock exchange at market prices or off-exchange at negotiated conditions. Any information about such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and on www.pluto-offer.com.






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