DGAP-Adhoc: home24 SE: home24 SE acquires Butlers Group

Berlin - home24 SE ("Company") has today entered into an agreement ("Agreement") regarding the direct and indirect acquisition of all shares in Butlers Holding GmbH & Co. KG with its registered office in Cologne, registered with the Commercial Register of the Local Court of Cologne under HRA 33365 ("Butlers Holding"). Butlers Holding directly or indirectly holds 100% of the shares in other group companies (Butlers Holding and its group companies together the "Butlers Group").

The business purpose of the Butlers Group is the retail and wholesale of household goods, table decorations, home accessories, home textiles and gift articles as well as the provision of services and the activity as franchisor in these areas. The Butlers Group operates stationary retail stores as well as online stores and supplies stores managed by franchise partners abroad. The Butlers Group operates its own stationary retail stores in Germany, Austria and Switzerland.

For the current financial year ending on December 31, 2021, which is influenced by special Corona effects, the Butlers Group is planning total sales of approximately EUR 95 million and a clearly positive EBITDA in accordance with HGB accounting standards. Already for the financial year 2022, the Company expects significantly positive sales and earnings contributions from the acquisition of the Butlers Group.

The Company will directly and indirectly purchase 74.8% of the shares in Butlers Holding ("Purchase Shares"), while 25.2% of the shares in Butlers Holding will be contributed by Butlers founder Wilhelm Josten in exchange for new shares in home24 SE ("Contribution Shares"). The new home24 SE shares will be created from an Authorized Capital and issued to Wilhelm Josten excluding shareholders' subscription rights.

65% of the purchase price for the Purchase Shares is fixed and amounts to approximately EUR 48.6 million less 65% of the net financial liabilities as of December 31, 2021, resulting in a fixed purchase price of approximately EUR 38 million, whereby the payment of a partial amount of provisionally approximately EUR 11 million is deferred for a period of 36 months ("Vendor Loan"). The remaining 35% of the purchase price for the Purchase Shares will be determined depending on the achievement of a target EBITDA value within a 12-month reference period (H2/2021 and H1/2022) ("Reference Period") ("Earn-Out") less 35% of the net financial debt as of December 31, 2021. Subject to adjustments of the net financial liabilities, the Earn-Out amounts to between EUR 0 and a maximum of approximately EUR 21 million. The payment of a partial amount of the variable purchase price of approximately 29% will be deferred in accordance with the provisions of the Vendor Loan.

The number of new shares from the Authorized Capital 2020 to be granted to Wilhelm Josten for the Contribution Shares is calculated on the basis of a value of EUR 18 per home24 SE share, whereby Wilhelm Josten is generally entitled to a compensation if the price of the Company's shares is not above EUR 18 on average for at least three calendar months in the calendar year 2026. The compensation claim amounts to a maximum of EUR 5.55 per newly issued home24 SE share. The value of the Contribution Shares is calculated on the basis of the equity value of the Butlers Group in the Reference Period, assuming the achievement of the target EBITDA value in the Reference Period. Wilhelm Josten thus currently becomes the largest individual shareholder of home24 SE with a share of approx. 3.9% after completion of the transaction.

The closing of the agreement is subject to the condition precedent of antitrust clearance. The Company expects the transaction to be completed in the 2nd quarter of 2022.

Person making the notification: Dr. Martin Bredol, Capital Market Compliance Officer

Contact:
Philipp Steinhäuser, ir@home24.de

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This release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements.