DGAP-News

Dürr and HOMAG prepare domination and potential profit and loss transfer agreement

DGAP-News: Homag Group AG / Key word(s): Contract
Dürr and HOMAG prepare domination and potential profit and loss
transfer agreement

24.11.2014 / 10:00

---------------------------------------------------------------------

Dürr and HOMAG prepare domination and potential profit and loss transfer
agreement

Schopfloch, November 24, 2014 - Dürr and the HOMAG Group are preparing to
enter into a domination agreement that may be augmented by a profit and
loss transfer agreement. In response to a shared petition by both
companies, the Regional Court of Stuttgart has now appointed the auditing
firm Warth & Klein Grant Thornton to review the agreement.

The agreement planned to be entered into by both companies is intended to
integrate HOMAG Group AG as part of a contract-based group, with Dürr AG as
the controlling company, and to simplify cooperation between Dürr and the
HOMAG Group. In mid-October Dürr acquired 55.9% of the shares in HOMAG
Group AG. The HOMAG Group is the world's leading manufacturer of machinery
and equipment for the woodworking industry and cabinet makers.

Among other things, Warth & Klein Grant Thornton will assess the
appropriateness of the planned cash compensation offer as well as the
planned guarantee dividend or compensation payment provided for external
shareholders of HOMAG Group AG. The basis for these amounts will be a
valuation appraisal of the HOMAG Group's enterprise value. This appraisal
was commissioned by Dürr and the HOMAG Group and is currently being
prepared.

The domination agreement and (possibly) the profit and loss transfer
agreement are to be presented for approval at the annual general meeting of
HOMAG Group AG in the spring of 2015. In the process, Dürr can rely on a
total of 77.9 of the voting rights as the company has joined the share pool
of the Schuler/Klessmann group of shareholders by contributing 3% of its
shares. This group of shareholders comprises the HOMAG founding family
(headed by Gerhard Schuler) and the Klessmann foundation; the group itself
has a 22.1% share of the voting rights. The group of shareholders has
committed itself to entering into a domination agreement with Dürr, and
possibly into a profit and loss transfer agreement. The share pool accounts
for a total of 25.1% of the share capital.

- - - - - - - - - -

Background information
With its 15 specialized production companies, 22 group sales and service
companies and approximately 60 exclusive sales partners worldwide, HOMAG
Group AG's position as a complete system supplier is unique. Backed by a
workforce of some 5,400 employees worldwide, the Company sees itself as the
leading global manufacturer of plant and machinery for the woodworking and