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KROMI Logistik AG: Investmentaktiengesellschaft für langfristige Investoren TGV becomes majority shareholder

  • Investmentaktiengesellschaft für langfristige Investoren TGV increases stake in KROMI Logistik to 63.34% and announces voluntary takeover offer to KROMI shareholders
  • Attractive premium of 22.45% above the closing price of the KROMI share on 15 June 2016 or 23.33% on the basis of the volume-weighted average price for the last three months before announcement of the transaction
  • Members of the Managing Board with a total of 9.46% will still be substantially invested in the Company

Hamburg, 16 June 2016 – With Investmentaktiengesellschaft für langfristige Investoren TGV (hereinafter also referred to as “Langfrist”) which has already held a stake in KROMI Logistik AG since 2008, KROMI Logistik AG (hereinafter also the “Company”), a provider of end-to-end tool logistic solutions for manufacturing companies, gains a stable and reliable majority shareholder for the future. Today Langfrist has agreed with Company CEO Jörg Schubert, Peter Caro and the respective family-owned companies attributable to them as well as KROMI Beteiligungsgesellschaft mbH the transfer of a block of shares. On the basis of a purchase agreement, Langfrist will acquire from the founders and principal shareholders a total of 1,860,007 shares, equivalent to 45.09% of the outstanding Company shares. The members of the Managing Board, Axel Schubert and Bernd Paulini, each hold 25% of KROMI Beteiligungsgesellschaft mbH. The contractually agreed price per share is EUR 12.00; the settlement of the share purchase agreement is subject to, inter alia, anti-trust clearance. Upon settlement, Langfrist will increase its stake in the Company from the current level of 18.25% to 63.34%.

Within the framework of the transaction, Jörg Schubert and his family will transfer
15.64% in KROMI Logistik to Langfrist. Peter Caro and his family will dispose of all their shares, i.e. 18.55% in the Company. 10.90% of the shares will be acquired by Langfrist from KROMI Beteiligungsgesellschaft mbH. Following the settlement of the share purchase agreement, KROMI Beteiligungsgesellschaft mbH will hold 6.55% and Schubert Vermögensverwaltung KG, which is attributable to CEO Jörg Schubert, will still hold a stake of 2.91% in the Company. In respect of these KROMI shares, KROMI Beteiligungsgesellschaft mbH and Schubert Vermögensverwaltung KG have agreed a long-term put option with Langfrist.

The Company has further been informed that Langfrist decided to make a voluntary takeover offer pursuant to § 29 WpÜG (German Securities Acquisition and Takeover Act) to all company shareholders for all shares of the Company. Subject to the final determination in the offer document, Langfrist intends to offer to the shareholders of KROMI Logistik AG to acquire the shares held by them for a consideration of EUR 12.00 per share. Based on the closing price of the shares of KROMI Logistik AG on 15 June 2016 before announcement of the transaction, this represents a premium of 22.45%. On the basis of the volume-weighted average price for the last three months before announcement of the transaction, the premium for the KROMI shareholders is 23.33%.

In his position as CEO and long-term majority shareholder in KROMI Logistik AG, Jörg Schubert regards the agreement as very positive: “During the last eight years we have come to know Langfrist as a long-term, trustful and constructive anchor investor. The fact that Langfrist is now substantially increasing its investment in KROMI again demonstrates their great confidence in the success of our company and our business model. This is good news for our workforce, our customers, suppliers and all our business partners because Langfrist stands for continuity and stability.”

Jens Große-Allermann, member of the Managing Board of Investmentaktiengesellschaft für langfristige Investoren TGV comments: “KROMI Logistik has an innovative and highly attractive business model. We have been closely involved with the company for many years and are very familiar with the people involved and the relevant tool management market. In our view, KROMI is clearly the leading company in this sector. We also particularly appreciate the Managing Board’s long-term approach, professionalism and the passion with which it has developed the company over the last decade. In our opinion, this is exactly the right team with which we intend to exploit the market potential in the coming years.”

About KROMI Logistik AG
KROMI Logistik AG offers manufacturing companies in Germany and abroad end-to-end tool management, i.e. outsourcing the procurement of precision tools, especially technically demanding cutting tools for the provision of precision tools, especially technically demanding cutting tools for metal and plastics processing. KROMI Logistik AG combines classical tool trade with decentralized tool management via automatic delivery systems in the client’s production area as well as an innovative IT system for an efficient tool management and controlling system. With this comprehensive offer covering the entire production chain the company appeals to clients in the general mechanical engineering, automotive, aerospace and maritime sectors. In the last ten years KROMI Logistik AG has developed its business significantly, generating approximately EUR 63.3 million with over 150 employees in 11 countries around the world in the last fiscal year 2014/2015. This trend has continued in the first nine months of the current fiscal year, outperforming the market with revenue growth of 9.3%.

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Claudius Krause
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