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06/20/2012 | 19:15 CET/CEST

TOM TAILOR Holding AG / Key word(s): Acquisition
20.06.2012 19:15

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

Ad hoc press release acc. to section 15 of the German Securities Trading Act (WpHG)


TOM TAILOR Holding AG acquires BONITA, one of the leading German fashion retailers. TOM TAILOR Holding AG has entered into a definite agreement with BONITA International GmbH & Co. KG, a wholly owned subsidiary of the non-profit foundation Versorgungs- und Förderungsstiftung, Vaduz/Liechtenstein, to acquire a 100% stake in BONITA.
Through the acquisition of BONITA, TOM TAILOR is expanding into the attractive fashion segment for women and men in the over-40 year age group and is accessing a new, long-term growth area for the Group. TOM TAILOR plans to operate BONITA as an independent brand within the Group. With its brands TOM TAILOR Casual and TOM TAILOR Denim, TOM TAILOR will address various target groups in the age range of 0 to 45 years, while BONITA will concentrate on the over-40 target group as a complementary brand. In addition, TOM TAILOR expects the acquisition to result in considerable synergies, for example in the areas of sourcing and logistics.
BONITA currently operates more than 960 of its own stores under the brand names BONITA and BONITA men and has around 4,500 employees. The Company generated sales of approximately EUR 379 million, an adjusted EBITDA of EUR 59 million and a cash flow from operations of EUR 50 million in the 2011 calendar year. With an adjusted EBITDA margin of 15.7% and a cash conversion rate of 84.3%, BONITA is one of the industry's most profitable and cash-generative companies. TOM TAILOR expects that the acquisition will already make a positive contribution to earnings per share in the current financial year.

TOM TAILOR will pay part of the purchase price in the form of a EUR 150 million cash consideration. The seller will also receive about 6 million new TOM TAILOR shares from a capital increase in kind from authorised capital. In addition, subject to a positive capital market environment, TOM TAILOR plans to make a cash capital increase, excluding subscription rights, of approximately 1.65 million new shares. Following the completion of this transaction, the seller will hold a 24.9% stake in TOM TAILOR and will not exceed this threshold in the long term. The new TOM TAILOR shares granted to Versorgungs- und Förderungsstifung are subject to a lock-up period and cannot be traded during the first three years.
The total cash payment of EUR 150 million is funded by long-term debt credit lines. Following the acquisition, the leverage of TOM TAILOR HOLDING AG at year-end 2012 will not exceed 2.5 times the combined EBITDA.
The transaction is subject to the approval of antitrust authorities and is expected to be completed in August 2012.

20.06.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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Language:     English
Company:      TOM TAILOR Holding AG
              Garstedter Weg 14
              22453 Hamburg
Phone:        +49 (0) 40 589 56 0
Fax:          +49 (0) 40 589 56 398
E-mail:       info@tom-tailor.com
Internet:     www.tom-tailor.com
ISIN:         DE000A0STST2
WKN:          A0STST
Indices:      SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard), Hamburg; Freiverkehr in Berlin, Düsseldorf, Hannover, München,               Stuttgart
End of Announcement DGAP News-Service