DGAP-Adhoc: Heidelberger Druckmaschinen AG: Capital

Heidelberger Druckmaschinen AG / Key word(s): Capital Increase/Acquisition 10.06.2014 10:06 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Heidelberg, 10 June 2014 - The management board (Vorstand) of HEIDELBERGER DRUCKMASCHINEN Aktiengesellschaft (Heidelberg), Heidelberg (ISIN DE0007314007), has resolved with the approval of the supervisory board (Aufsichtsrat), to carry out a capital increase against contribution in kind from authorised capital with the exclusion of the subscription rights. For such purpose, Ferd. Rüesch AG, Switzerland, will contribute its 70 % stake in Gallus Holding AG, Switzerland, as contribution in kind into Heidelberger Druckmaschinen AG against the issue of new shares. Heidelberg undertakes, in consideration of the holding in Gallus Holding AG that will be contributed by Ferd. Rüesch AG, to issue up to 23,000,000 new shares and make a cash payment in the amount of a single-digit EUR million sum. The amount of the consideration depends, inter alia, on the further performance of the price of the Heidelberg share until the capital increase is notified. The face value of the new shares will amount to at least EUR 2.70 per new share of the company. The registration of the capital increase against contribution in kind is expected to take place in July this year. Ferd. Rüesch AG undertakes to hold the shares thus acquired until 31 July 2015. After the completion of the transaction, Heidelberg will directly and indirectly hold 100 % of the shares in Gallus Holding AG. Through the capital increase against contribution in kind from authorised capital, the share capital of the company will be increased by up to EUR 58,880,000.00 to EUR 659,040,714.24 with partial utilisation of the authorised capital by issuing up to 23,000,000 new bearer shares. Through this intended full takeover of Gallus Holding AG, Heidelberg aims to further develop its digital portfolio. By acquiring approx. 9 percent of Heidelberg shares in consideration for the Gallus shares, Ferd. Rüesch AG will also become a new strategic anchor investor of the company. By simultaneously enhancing Heidelberg's capital structure, the strategic re-orientation of the company is further promoted. Contact: Heidelberger Druckmaschinen AG Corporate Public Relations Thomas Fichtl Phone: +49 (0)6221 92 5900 Mobile: +49 (0)173 318 69 47 Fax: +49 (0)6221 92 5088 E-Mail: thomas.fichtl@heidelberg.com Investor Relations Robin Karpp Tel: +49 (0)6221- 92 6020 Fax: +49 (0)6221- 92 5189 E-Mail: robin.karpp@heidelberg.com --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: Heidelberg invests in digital packaging printing - Full acquisition of Gallus Holding AG, Switzerland - Capital increase against contribution in kind by up to 23,000,000 shares from authorised capital by contribution of the stake in Gallus Holding AG held by Ferd. Rüesch AG - Strategic cooperation of the two companies reaches next level - Ferdinand Rüesch becomes new anchor investor of Heidelberg - Enhanced capital structure as starting point for portfolio adjustments The management board (Vorstand) of Heidelberger Druckmaschinen AG (Heidelberg) has resolved with the approval of the supervisory board (Aufsichtsrat) to carry out a capital increase against contribution in kind from authorised capital with the exclusion of the subscription rights. For such purpose, Ferd. Rüesch AG, Switzerland, a company controlled by Ferdinand Rüesch, will contribute its 70 % stake in Gallus Holding AG, Switzerland, as contribution in kind into Heidelberger Druckmaschinen AG against the issue of new shares. After the completion of the transaction, Heidelberg will directly and indirectly hold 100 % of the shares in Gallus Holding AG. Gallus is a leading supplier in the packaging industry for labels and folding boxes. In 2013, the Group generated a turnover of CHF 188 million with approx. 500 employees. The planned complete takeover of Gallus Holding AG accelerates the development and use of Heidelberg's digital products in the growing labels sector. In fall this year, Heidelberg and Gallus will be unveiling a new digital printing system for the label market that incorporates Fujifilm technology. By acquiring approx. 9 percent of Heidelberg shares in consideration for the Gallus stake, Ferdinand Rüesch will also become a new strategic anchor investor of the company. At the same time, Heidelberg is strengthening its capital structure, which will support the company's strategic reorientation. 'We are very proud to have won Ferdinand Rüesch as anchor investor with long-standing sector knowledge,' said Heidelberg CEO Gerold Linzbach. 'The full acquisition of Gallus will further enhance the cooperation of the two companies. Together, we will continue to foster the development in the growing market for digital label production.' Capital increase against contribution of stake in Gallus Holding AG held by Ferd. Rüesch AG Heidelberg undertakes, in consideration for the holding in Gallus Holding AG that will be contributed by Ferd. Rüesch AG, to issue up to 23,000,000 new shares and make a cash payment in the amount of a single-digit EUR million sum. The amount of the consideration depends, inter alia, on the further performance of the price of the Heidelberg share until the capital increase is notified. The face value of the new shares will amount to at least EUR 2.70 per new share of the company. The registration of the capital increase against contribution in kind is, subject to approval by the antitrust authorities, expected to take place in July this year. Ferd. Rüesch AG undertakes to hold the acquired shares until 31 July 2015. Through the capital increase against contribution in kind from authorised capital, the share capital of the company will be increased by up to EUR 58,880,000.00 to EUR 659,040,714.24 with partial utilisation of the authorised capital. 'Both, the enhanced capital structure and the operative synergies will create the room required to further enhance the product and service range of both companies,' said Dirk Kaliebe, CFO at Heidelberg. 'This is the starting signal for the profit focused alignment of our portfolio and the steps required in this context.' Images and further company information are available at www.heidelberg.com and www.gallus-group.com. Other dates: The figures for the financial year 2013/2014 are due to be published on June 11, 2014. The Heidelberg Annual General Meeting will take place on July 24, 2014. For further information: Heidelberger Druckmaschinen AG Corporate Public Relations Thomas Fichtl Tel.: +49 (0)6221 92-5900 Fax: +49 (0)6221 92-5088 E-Mail: thomas.fichtl@heidelberg.com Investor Relations Robin Karpp Tel: +49 (0)6221- 92 6020 Fax: +49 (0)6221- 92 5189 E-Mail: robin.karpp@heidelberg.com Important note: This press release contains forward-looking statements based on assumptions and estimations by the Management Board of Heidelberger Druckmaschinen Aktiengesellschaft. Even though the Management Board is of the opinion that those assumptions and estimations are realistic, the actual future development and results may deviate substantially from these forward-looking statements due to various factors, such as changes in the macro-economic situation, in the exchange rates, in the interest rates and in the print media industry. Heidelberger Druckmaschinen Aktiengesellschaft gives no warranty and does not assume liability for any damages in case the future development and the projected results do not correspond with the forward-looking statements contained in this press release. 10.06.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Heidelberger Druckmaschinen AG Kurfürsten-Anlage 52-60 69115 Heidelberg Germany Phone: +49 (0)6221 92-60 22 Fax: +49 (0)6221 92-51 89 E-mail: investorrelations@heidelberg.com Internet: www.heidelberg.com ISIN: DE0007314007 WKN: 731400 Indices: SDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------