This press release or the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in such countries.
AFG is laying the base to do so through the acquisition of a majority stake in Looser Group and a voluntary tender offer to all public shareholders under equal terms.
- Having signed a share purchase agreement on 14 September 2016, AFG Arbonia-Forster-Holding AG ("AFG") will acquire 2,026,928 Looser shares corresponding to 53% of the Looser share capital from the former family shareholders, members of the Board of Directors and the executive management of Looser Holding AG (“Looser”), at a price of five and a half (5.5) newly issued registered AFG shares plus CHF 23.00 in cash per Looser share.
- On this basis, AFG today announced a public tender offer (“Offer”) for all publicly held Looser registered shares.
- The public shareholders are being offered the same conditions as the former family shareholders, members of the Board of Directors and the executive management of Looser.
- The offer represents a premium of 38.8% compared to the closing price of 14 September 2016.
- On the basis of the closing price of AFG on 14 September 2016 and the Looser Group’s net indebtedness of CHF 94.5 million as of 30 June 2016, the offer represents an enterprise value of around CHF 511 million.
- The Looser Board of Directors unanimously recommends to its shareholders to accept the offer from AFG.
- Looser is based in Arbon (CH) and, same as AFG, is active primarily in the building supplies industry, particularly in the doors sector, whereby the two companies ideally complement each other in geographic terms and with regard to the product ranges.
- The combination will place the Group among the market leaders in the area of windows and doors, as well as in the field of water-based heat transfer in building technology, and in Switzerland it will be a market leader in the area of mobile infrastructures. Assuming stable market conditions, the Group expects combined revenue of at least CHF 1.4 billion and an EBITDA of at least CHF 150 million in 2018.
- It is also expected, assuming stable market conditions, that the combination will lead to annual synergies of around CHF 10 million from 2018 and at least CHF 15 million from 2020 onwards. Providing stable financing and market conditions, the combination between AFG and Looser, including the acquisition of Koralle, is expected to result in an earnings accretion per share of around 20% per year between 2017 and 2020.
- In connection with the offer, on the occasion of an extraordinary general meeting on 1 November 2016, AFG is planning to create new authorised capital amounting to 20,908,250 shares (CHF 87,814,650 million nominal value). In addition, AFG is proposing to the extraordinary general meeting to elect two new members of the Looser Board of Directors to the AFG Board of Directors.
- Going forward, the company is set to operate under the name “Arbonia AG” in reference to the location of both companies’ headquarters.
- After the closing of the transaction and assuming the acquisition of all LOHN registered shares by AFG the current Looser shareholders will retain around 31% of Arbonia AG, whereby the biggest Looser family shareholders, who will retain around 14.7%, have committed to a lock-up up until 15 September 2017.
- Committed bank financing amounting to CHF 500 million will provide for, on the one hand, the cash component of the initial share purchase and the public tender offer of a maximum of CHF 87.4 million, and on the other hand, the refinancing of existing financial debt of AFG and Looser.
- Alongside the announcement of the Offer, AFG is announcing that the relevant competition authorities have given clearance for the takeover of the Koralle Group announced on 29 June 2016 and that the closing is scheduled for 20 September 2016. It is intended to refinance the acquisition ahead of the launch of the public tender offer by means of a private placement of 2.64 million new AFG shares.
Arbon, 15 September 2016 − AFG Arbonia-Forster-Holding AG (SIX: AFGN) reached an agreement with the Board of Directors of Looser Holding AG (SIX: LOHN) on 14 September 2016 to submit to their shareholders a public tender offer for all publicly held registered shares. The public shareholders will be offered five and a half (5.5) registered shares in AFG plus CHF 23.00 in cash for each LOHN registered share. In addition, on 14 September 2016 AFG made the commitment to acquire 2,026,928 LOHN registered shares from the former main shareholders, members of the Board of Directors and members of the executive management of Looser, which corresponds to 53% of all Looser shares, at a price equal to the price in the public tender offer. Looser is based in Arbon and, same as AFG, is active primarily in the building supplies and equipment industry, particularly in the doors sector, whereby the two companies complement one another optimally with regard to the product ranges and manufacturing sites. Subject to the approval of shareholders from both companies and of the competition authorities, the planned transaction will represent a significant step forward for AFG in terms of achieving its strategic goal of becoming a leading European building supplier. Likewise, it will form the basis for substantial growth within a profitable business with great prospects for the future. Alongside the doors business, the Industrial Services segment (Condecta) will also be transferred independently to the new Group. For the Coatings Division Looser will continue the sale process as announced on 9 August 2016 in alignment with AFG. AFG plans to have the LOHN shares delisted from the SIX Swiss Exchange after completion of the offer and to initiate a squeeze-out process. As part of the transaction, plans are underway to change the company name from AFG Arbonia-Forster-Holding AG to Arbonia AG. The issuance of new AFG shares will enhance the trading liquidity and the free float of the future Arbonia share.
|Alexander von Witzleben|
AFG Chairman of the Board of Directors and CEO
Looser Chairman of the Board of Directors and CEO
AFG Corporate Communcations
T +41 71 447 45 54
Looser Corporate Communications
T +41 52 244 86 89
The press release contains forward-looking statements, such as on developments, plans, intentions, assumptions, convictions, possible effects or descriptions of future events, expectations, returns, results or situations. These statements are based on current expectations, convictions and assumptions of AFG Arbonia-Forster-Holding AG. Consequently, these statements are uncertain and may substantially deviate from current facts, current situations, current effects and developments.
This press release is for informational purposes only and constitutes neither an offer to sell nor a solicitation to buy securities. Furthermore, this press release does not constitute a prospectus within the meaning of article 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The public purchase and exchange offer (the "Public Tender Offer") for all publicly held shares in Looser Holding AG will be made solely by means of, and on the basis of, an offer prospectus which is to be published. An investment decision regarding the acceptance of the Public Tender Offer should only be made on the basis of the offer prospectus. The offer prospectus is expected to be published on [29 September 2016] and will be available free of charge from UBS AG, Zurich (tel.: +41 44 239 47 03; fax: +41 239 69 14; e-mail: email@example.com). The offer prospectus and other information concerning the Offer will also be available at www.afg.ch/en/servicenavigation/publikationen.
This communication is directed only at persons in the United Kingdom who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc.») of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This communication does not constitute an "offer of securities to the public" (within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive")) of the securities to be issued in connection with the public purchase and exchange offer for all publicly held shares in Looser Holding AG in any member state of the European Economic Area (the "EEA"). Any offers of securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of securities.
The securities to be issued in connection with the public purchase and exchange offer for all publicly held shares in Looser Holding AG have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. AFG Arbonia-Forster-Holding AG will not register or make a public offer of its securities, or otherwise conduct the public purchase and exchange offer, in the United States.
This communication is not for distribution in the United States, Canada, Australia or Japan. Neither this communication nor the public purchase and exchange offer for all publicly held shares in Looser Holding AG constitutes an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such an offer or solicitation would be unlawful.