Voluntary takeover offer by Fosun International Limited
Management Board and Supervisory Board of TOM TAILOR Group issue joint reasoned statement
- The Management Board and the Supervisory Board of TOM TAILOR Holding SE welcome the long-term engagement of Fosun International explicitly as a constructive strategic partnership
- However, due to the upside potential of the share the consideration of the offer is considered financially inadequate
- Considering the current situation of the company, the Management Board and the Supervisory Board abstain from issuing a recommendation regarding the acceptance or non-acceptance of the offer (so-called neutral statement)
Hamburg, 18 April 2019. In the reasoned statement published today by the Management Board and the Supervisory Board of TOM TAILOR Holding SE according to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), the Management Board and the Supervisory Board refrain from issuing a recommendation regarding the acceptance or non-acceptance of the offer (so-called neutral statement) due to the current situation of the company. The Management Board and the Supervisory Board generally welcome the reinforcement of the long-term engagement of Fosun as a constructive and strategic partner for TOM TAILOR expressed by the takeover offer. "Fosun has been with the company as an active investor since 2014 and is able to support TOM TAILOR in its financial realignment and the realisation of its growth objectives in the future", Dr. Thomas Tochtermann, chairman of the Supervisory Board of the TOM TAILOR Holding SE states.
Even though the Management Board and the Supervisory Board in principle welcome the offer from a strategic point of view, the offer price of 2.31 Euros per share is considered as financially inadequate. "The offer meets the legal requirements but doesn't reflect the fundamental value of TOM TAILOR Group", Thomas Dressendörfer, CFO of TOM TAILOR Holding SE explains. "For more risk-averse and short-term oriented shareholders, especially if they hold larger blocks of shares, the offer can be a good opportunity for realising their investment. Assuming a successful closing of the BONITA sale and a successful agreement with the syndicate banks of TOM TAILOR Group, there is clear potential for a positive performance of the share which is why the offer could be too low for investors with a medium to long-term investment horizon," Dressendörfer adds.
The Management Board and the Supervisory Board jointly carefully and thoroughly analysed the adequacy of the consideration. The evaluation of the financial adequacy was based on the historical development of the stock market price, a fairness opinion provided by Lazard & Co. GmbH, as well as the consideration of the currently existing company risks in light of the ongoing negotiations with the syndicate banks on their approval to the sale of BONITA, the amendment of the syndicated loan agreement, as well as a financial contribution by Fosun. The Management Board and the Supervisory Board of TOM TAILOR Holding SE assume that these negotiations will be successful based on the current state of information.
Additionally, the offer document by Fosun International indicates that the offer is made on the basis of a transaction agreement for Shanghai Yuyuan Tourist Mart Co. Ltd. (Yuyuan). "Yuyuan may therefore become another significant shareholder of TOM TAILOR Group in case of a high acceptance rate," Dr. Thomas Tochtermann explains. According to the offer document Fosun owns more than 68 percent of the shares in Yuyuan but the bidder and Yuyuan agreed to not coordinate their behaviour regarding TOM TAILOR.
Fosun International and Yuyuan have no further economic or strategic intentions beyond the current 35.35 percent stake in the share capital and voting rights for TOM TAILOR Group, according to the offer document and information provided by Yuyuan.
The Management Board and the Supervisory Board of TOM TAILOR Group see Fosun International as a constructive and strategic partner for the future development of the company. "Fosun International is clearly committed to us and our course. The offer does not indicate any intentions to change our current business, which allows us to focus jointly on strengthening our brand TOM TAILOR," Dr. Heiko Schäfer, CEO of TOM TAILOR Holding SE, emphasizes.
The assessment of the joint reasoned statement as well as the Fairness Opinion do not bind the shareholders of TOM TAILOR Holding SE. Each shareholder must decide for themselves whether or not to accept the offer, taking the overall and individual circumstances and the personal assessment of the future development of TOM TAILOR Group into account. Furthermore, the Management Board and the Supervisory Board refer to the detailed presentation of the assessment in the reasoned statement published today. The two members of the Supervisory Board of TOM TAILOR Holding SE who work at Fosun International abstained from taking part in the proceedings and voting on the reasoned statement due to possible conflicts of interest.
The entire reasoned statement can be found at www.tom-tailor-group.com > Investor Relations > Takeover Bid. It is only this statement that is authoritative. The information in this press release does not constitute an explanation or addition to the comments in the statement.
About TOM TAILOR Group
TOM TAILOR Group is an international, vertically integrated fashion company focused on casual wear in the medium price segment. The product portfolio is complemented by an extensive range of fashionable accessories. With its brands, the company covers the various core segments of the fashion market.
The TOM TAILOR brand is marketed through the retail and wholesale segments, and thus through single-label stores as well as wholesale partners. These include 453 TOM TAILOR stores and 184 franchise stores, 2,546 shop-in-shops and 6,949 multi-label points of sale. The brand is present in more than 35 countries.
The BONITA brand, which was sold to Victory & Dreams International Holding B.V. on March 20, 2019, has 742 retail stores and 88 shop-in-shop spaces. The closing of the transaction is subject to the approvals from the anti-trust authorities and the consortium banks.
The collections of both brands are also available through their respective online shops.
Information is also available at www.tom-tailor-group.com
Head of Corporate Communications
TOM TAILOR Group
Telefon: +49 (0) 40 58956-168
Head of Investor Relations
TOM TAILOR Group
Telefon: +49 (0) 40 58956-449
18.04.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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