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Public Delisting Tender Offer of HORNBACH Holding AG & Co. KGaA to the shareholders of HORNBACH Baumarkt AG


You have accessed the website, which HORNBACH Holding AG & Co. KGaA has designated for the publication of documents and information in connection with its public delisting tender offer to acquire all shares in HORNBACH Baumarkt AG.

In order to access the information on the public delisting tender offer, visitors of this website are requested to confirm at the bottom of this page to have taken notice of the following legal information.

DISCLAIMER – LEGAL NOTICES

On 20 December 2021, HORNBACH Holding AG & Co. KGaA (the “Bidder”) has published its decision to offer the shareholders of HORNBACH Baumarkt AG (“HORNBACH Baumarkt” and “HBM shareholders”, respectively) to acquire all shares in HORNBACH Baumarkt not directly held by the Bidder within the framework of a public delisting tender offer (the “Delisting Offer”). On 14 January 2022, the Bidder has published the offer document pertaining to the Delisting Offer (the “Offer Document”) after approval of its publication by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) as well as further information relating to the Delisting Offer.

On the following website, you will find the publication of the decision to make the Delisting Offer in accordance with Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) in conjunction with Section 39 of the German Stock Exchange Act (Börsengesetz – “BörsG”) dated 20 December 2021 as well as the Offer Document dated 14 January 2022, press releases and other information regarding the Delisting Offer. All information contained and documents made available on this website are for information purposes only, and in order to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the offer document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung), the BörsG and other applicable laws in connection with the Delisting Offer. The Delisting Offer relates to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Delisting Offer was not nor will be subject to review or registration proceedings of any securities regulator outside the Federal Republic of Germany, and has not been nor will be approved or recommended by any securities regulator.

HBM shareholders whose place of residence, incorporation, or habitual abode is in the United States of America (the “United States”) should note that the Delisting Offer is made in respect of securities of a company which is a foreign private issuer as defined under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and the shares of which are not registered under Section 12 of the U.S. Exchange Act. The Offer Document has not been and will not be filed with or approved by the U.S. Securities and Exchange Commission. In the United States, the Delisting Offer is made in reliance on the so-called Tier II exemption from certain requirements under the U.S. Exchange Act. This exemption allows a bidder to meet certain substantive and procedural rules under the U.S. Exchange Act applicable to tender offers by complying with the laws or practice of its home jurisdiction, and exempts the bidder from complying with certain other rules of the U.S. Exchange Act. Primarily, therefore, the Delisting Offer is subject to the disclosure requirements and further provisions and procedural rules of the Federal Republic of Germany. These differ from those of the United States, including with regard to settlement procedures and time of payment. To the extent that the Delisting Offer is subject to U.S. securities laws, such laws apply solely to holders of shares in HORNBACH Baumarkt in the United States and no other person will have any rights under such laws.

HBM shareholders whose place of residence, incorporation, or habitual abode is in Canada should note that the Delisting Offer is made in reliance upon an exemption from the formal take-over bid requirements in Canada pursuant to National Instrument 62-104 – Take-over Bids and Issuer Bids on the basis that the offer is in respect of securities of a company which is a foreign issuer and satisfies the prescribed conditions to such exemption, including that security holders in Canada are entitled to participate in the Delisting Offer on terms at least as favourable as the terms that apply to the general body of security holders of the same class.

HBM shareholders whose place of residence, incorporation or habitual abode is outside the Federal Republic of Germany may encounter difficulties in enforcing rights and claims governed by a law other than the law of the country of their residence, incorporation or habitual abode, as both the Bidder and HORNBACH Baumarkt are companies incorporated under German law and their respective board members may be resident in a country other than the country of residence, incorporation or habitual abode of the HBM shareholder concerned. HBM shareholders may therefore not be in a position to sue a foreign company or the members of its governing bodies in the country of their residence, incorporation or habitual abode. Furthermore, difficulties may arise in enforcing decisions of a court in the country of residence, incorporation or habitual abode of the respective HBM shareholder outside the country of residence, incorporation or habitual abode of the respective HBM shareholder. In particular, the members of the governing bodies reside outside the United States and Canada and, as a result, it may be difficult to sue the members of the governing bodies or the Bidder in the United States or in Canada or to enforce a court judgment against them in the United States or in Canada.

The publication, dispatch, distribution or dissemination of the Offer Document or other documents related to the Delisting Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, the United States and Canada may be subject to legal restrictions. The Offer Document and other documents related to the Delisting Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the Offer Document or other documents related to the Delisting Offer by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, the United States and Canada. For this reason, custodian banks are not permitted to publish, dispatch, distribute or disseminate the Offer Document or other documents relating to the Delisting Offer outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, the United States or Canada unless this complies with all applicable domestic and foreign statutory provisions.

An offer to acquire shares in HORNBACH Baumarkt is made solely pursuant to the terms of the Offer Document.

The information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in HORNBACH Baumarkt or in the Bidder and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder.

The terms of the Delisting Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms of the Delisting Offer to the extent permitted by law.


I hereby confirm that I have read the above legal notices and information.