H&R Holding GmbH announces voluntary public tender offer for all outstanding shares of H&R GmbH & Co. KGaA

Corporate News 16 May 2025

- The Offer aims to increase Nils Hansen’s shareholding from 61.45% to at least 85%

- With a consolidated shareholder structure, the necessary transformation of the company can be driven much more consistently and efficiently

- Significant investment will constrain the dividend payout capacity and share price potential for years to come

- The Offer in the amount of EUR 5.00 per H&R KGaA share offers shareholders the unique opportunity to tender their shares at a secure and attractive premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months

- The Offer will be subject to a minimum acceptance threshold of 85%

H&R Holding GmbH (the “Bidder”), a company controlled by Nils Hansen, today announced a voluntary public tender offer for all outstanding shares in H&R GmbH & Co. KGaA (“H&R KGaA”, ISIN: DE000A2E4T77), a specialty-chemicals company focused on the development and manufacturing of chemical and pharmaceutical specialty products based on fossil, biomass, synthesized and recycled hydrocarbons and the production of high-precision plastic parts (the “Offer”). The Offer is aimed at increasing Nils Hansen’s stake in H&R KGaA, who already holds 61.45% in H&R KGaA shares.

Significant investment in transformation required to position H&R KGaA for the future

As a specialty-chemicals company, H&R KGaA operates in a challenging environment characterized by strong global competition, high energy costs and increasing demands on innovation and the sustainability of products and production sites. This is accompanied by high regulatory pressure.

In order to remain internationally competitive, the company will have to make significant investments in the renewal and transformation of its refineries in the coming years. This will tie up significant financial resources of H&R KGaA, limit its earnings potential and thus restrict its ability to pay dividends for years to come. The Offer therefore enables shareholders to sell their shares at a secure premium. This is a unique opportunity for shareholders to sell a share with low liquidity and high volatility to the owner family on attractive terms.

The Bidder and the management of H&R KGaA believe that the company would benefit from a simplified shareholder structure and consolidated shares. Following the successful completion of the Offer, the Bidder also intends to examine the possibility of implementing a delisting offer or a squeeze-out, provided this is economically and operationally prudent at the time. This would aim at supporting the necessary transformation of H&R KGaA’s German refinery sites outside the stock market environment. The listing, along with its associated reporting requirements and administrative expenses, imposes significant costs on the company – resources that could instead be directed towards ensuring H&R KGaA’s future viability.

“We look back on decades of successes, challenges, and bold decisions in our company’s history. In an increasingly challenging environment, our company is again entering a pivotal phase. As an owner family, we take responsibility and intend to increase our shareholding. We firmly believe that a consolidated shareholder structure can play a decisive role in driving the transformation of the company. We therefore call on our shareholders to support us in this important step by offering them a secure and attractive premium at a challenging time for the company,” said Nils Hansen, controlling shareholder of H&R Holding GmbH and H&R GmbH & Co. KGaA.

“While we can look back on solid business years, we must also recognize that the industry is undergoing profound changes that cannot be ignored. To remain competitive in the long term, we need to make transformational decisions and significant investments. This will severely limit our company’s dividend payout capacity and our share price potential for the foreseeable future. This step would give us greater financial and organizational flexibility to drive the necessary further development of the company, and our shareholders would receive a secure premium. As a management team, we therefore fully support the Offer,” said Niels H. Hansen, CEO of H&R GmbH & Co. KGaA.

Key information on the voluntary public tender offer

The Bidder intends to make a cash offer to all shareholders of H&R KGaA in the amount of EUR 5.00 per H&R KGaA share. This corresponds to a premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months.

The Offer will be subject to a minimum acceptance threshold of 85% of the outstanding H&R KGaA shares, including 61.45% of the H&R KGaA shares already attributed to Nils Hansen. In addition, the Bidder has entered into a contribution agreement for a total of 6.06% of H&R KGaA shares with Wilhelm Scholten Beteiligungen GmbH, Ölfabrik Wilhelm Scholten GmbH and SRS Schmierstoff Vertrieb GmbH, which are controlled by Wilhelm Scholten. Beyond the minimum acceptance threshold, the Offer will not be subject to any conditions.

The settlement of the Offer is expected to take place in the third quarter of 2025. A dividend for the financial year 2024 to be resolved by the Annual General Meeting of H&R KGaA on 27 May 2025 will be distributed to H&R KGaA shareholders prior to the settlement of the Offer and will remain with the shareholders even if they tender their H&R KGaA shares into the Offer.

The offer document, which contains the detailed terms and conditions of the Offer, as well as further information in connection with the Offer will be published by the Bidder on the website www.chem-offer.com after approval of the publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). At this time, the acceptance period of the Offer will commence.

After publication, the management and the Supervisory Board of H&R KGaA will carefully review the offer document in accordance with their legal obligations and issue a reasoned statement. Both support the Offer and, subject to the review of the offer document, intend to recommend that H&R KGaA shareholders accept the Offer.