Heidelberg to Acquire Gallus Holding AG, Switzerland, Propelling Its Digital Packaging, Label Offerings
HEIDELBERG, GERMANY—June 10, 2014—The management board of Heidelberger Druckmaschinen AG (Heidelberg) has resolved with the approval of the supervisory board to carry out a capital increase against contribution in kind from authorized 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 percent 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 percent 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 approximately 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 approximately 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 July 31, 2015.
Through the capital increase against contribution in kind from authorized 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 utilization of the authorized 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."