EQS-Adhoc

home24 SE: Business combination agreement entered into with XXXLutz and increase of the share capital by 10%

EQS-Ad-hoc: home24 SE / Key word(s): Offer/Capital Increase home24 SE: Business combination agreement entered into with XXXLutz and increase of the share capital by 10% 05-Oct-2022 / 18:35 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Berlin, October 5, 2022 – Today, home24 SE (the “Company”) (ISIN DE000A14KEB5) has entered into a business combination agreement (the “Agreement”) with the Austrian XXXLutz KG (“XXXLutz”) and its Austrian subsidiary, RAS Beteiligungs GmbH (the “Bidder”). The Agreement is based on the Bidder’s intention, announced today, to launch a voluntary public takeover offer (the “Offer”) for all outstanding shares in the Company (the “home24 Shares”) against payment of a consideration of EUR 7.50 per home24 Share (the “Offer Price”). The Offer Price represents a premium of 124% to the XETRA closing price on October 4, 2022 and a premium of 142% on the volume-weighted average share price over the last three months.

By entering into the Agreement and by consummation of the Offer, the parties intend to bundle their successful business models. Thereby, the growth strategy of home24 will be supported in a long-term, strategic and financially sustainable manner and, in particular, the market position of home24 as a pure-play home & living e-commerce destination will be further strengthened and expanded. XXXLutz is also committed to home24 continuing to be managed under its own responsibility and by the current management team. In addition, the Company’s headquarters will remain in Berlin. The existing corporate structure and the main locations of the home24 group as well as the core brands of the home24 group, including home24 and Butlers, will be maintained as independent brands. Against this background, the management board and the supervisory board of the Company welcome the Offer and plan to support it, subject to their duties of care and their fiduciary duties and the review of the offer document to be published by the Bidder. At this time, they consider it to be in the best interest of the Company, its shareholders, employees and other stakeholders.