EQS-News: Bidders connected to XXXLutz Group publish offer document for takeover of home24 – acceptance period commences

Bidders connected to XXXLutz Group publish offer document for takeover of home24 – acceptance period commences

• Offer document published following approval by German Federal Financial Supervisory Authority ("BaFin")
• Acceptance period starts today and ends on 9 December 2022
• Highly attractive cash offer of EUR 7.50 per share represents a premium of 124% over the closing price of the home24 share on 4 October 2022 and a 141% premium over the corresponding three-month volume-weighted average share price
• The Management Board and Supervisory Board of home24 support the offer
• XXXLutz has already secured a c. 68.7 % stake in the current share capital of home24
• XXXLutz intends to delist the home24 shares after completion of the offer

Wels, 11 November 2022 – RAS Beteiligungs GmbH, LSW GmbH and SGW-Immo-GmbH, three entities connected to XXXLutz Group ("XXXLutz") have published the offer document for their voluntary public takeover offer (the "Offer") to the shareholders of home24 SE ("home24") today. Consequently, home24 shareholders can tender their shares starting today for the highly attractive cash offer of EUR 7.50 per share. The acceptance period ends on 9 December 2022 at 24:00 hrs (local time in Frankfurt am Main, Germany) or 6pm respectively (local time in New York). The publication of the offer document was approved by BaFin today.

The offer represents a highly attractive premium of 124% over the XETRA closing price of home24 on 4 October 2022, the last trading day prior to the announcement of the intention to launch the Offer on 5 October 2022, and a premium of 141% over the volume-weighted average share price during the three months prior to the announcement of the Offer.

The current overall macroeconomic situation, impacted by inflation and geopolitical tensions, is challenging. This is also reflected in consumer confidence, among other areas. XXXLutz and home24 are convinced that XXXLutz can serve as a financially strong partner and provide home24 with the stability and impetus it needs to pursue its future path in the current market environment. The Management Board and Supervisory Board of home24 plan to support the Offer and advise shareholders to accept it, subject to due diligence and fiduciary duties and pending the assessment of the offer document.

XXXLutz has already secured a stake of approximately 68.7 % in the current share capital of home24. This includes irrevocable undertakings by large shareholders to tender their shares, shares from the capital increase announced on 5 October 2022, subscribed to by XXXLutz and already executed, and share purchases as well as other instruments executed to date. Completion of the Offer will be subject to the antitrust approvals customary in the market as well as further customary conditions. The Offer is not subject to a minimum acceptance threshold. In addition, XXXLutz is considering a Delisting of the home24 shares from the stock exchange following completion of the Offer.

The offer document is available online in German and as a non-binding English translation along with other information related to the offer at: www.xxxlutz-offer.com. In addition, the offer document can be ordered free of charge through the central settlement agent, UniCredit Bank AG, MAC2RT, Arabellastrasse 12, 81925 Munich, Germany (orders to be submitted by email, stating postal address, at [email protected]).

About XXXLutz

XXXLutz has grown steadily in the 77 years of its existence. The XXXLutz Group operates more than 370 furniture stores in 13 European countries (Austria, Germany, Czech Republic, Hungary, Slovenia, Slovakia, Croatia, Romania, Bulgaria, Switzerland, Sweden, Serbia and Poland) and employs more than 25,700 people. With an annual turnover of EUR 5.34 billion, XXXLutz Group is one of the three largest furniture retail groups in the world.

About home24

home24 is a leading pure-play home & living e-commerce platform in continental Europe and Brazil. With more than 250,000 home & living products in Europe and over 200,000 articles in Latin America, home24 offers a unique selection of large and small furniture pieces, garden furnishings, mattresses and lighting. home24 is headquartered in Berlin and employs around 3000 people worldwide. The company is active in seven European markets: Germany, France, Austria, the Netherlands, Switzerland, Belgium and Italy. home24 is also active in Brazil under the Mobly brand. The group also includes the lifestyle brand Butlers with 100 stores in the DACH region and an additional 25 in the rest of Europe. home24 is listed on the Frankfurt Stock Exchange (ISIN DE000A14KEB5).

Media spokesperson on the subject of the transaction:

FTI Consulting Germany

Thomas M. Krammer

Tel.: +49 170 282 7848

Email: [email protected]

Spokesperson for trade media:

XXXLutz Group

Mag. Thomas Saliger

Company Spokesman of the XXXLutz Group

Römerstrasse 39, 4600 Wels

Email: [email protected]

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Offer itself as well as its terms and conditions and further provisions concerning the Offer are set out in the offer document. Investors and shareholders of the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer.

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.