Fosun Industrial Holdings Ltd purchases majority stake in Wolford AG, commits to subscribe for a capital increase of EUR 22 million, and intends launching a takeover offer
Austrian Wolford AG announces the completion of the signing of agreements on March 1, 2018 as follows. The intention of signing such agreements was published by means of dissemination of inside information on March 1, 2018
Fosun Industrial Holdings Limited (Fosun) concluded an agreement for a purchase of a majority stake in Wolford AG (2.543.694 shares, approx. 50.87 % of the total share capital of Wolford AG) with the main shareholder group (WMP Familien-Privatstiftung, Sesam Privatstiftung and M. Erthal & Co. Beteiligungsgesellschaft m.b.H. as well as related parties). The purchase price amounts to EUR 12.80 per share. The closing of the share purchase agreement is subject to the fulfilment of certain conditions precedent including, in particular, clearance by the competent merger control authorities. Upon closing of the purchase, Fosun will be the new strategic majority shareholder of Wolford AG.
To strengthen Wolford AG’s financial structure, Wolford AG and Fosun agreed on a cash capital increase, with shareholders’ subscription rights being maintained, which shall provide EUR 22 million of fresh equity to Wolford AG. The intended capital increase requires a resolution by the general meeting. Subject to closing of the share purchase and of a takeover offer, Fosun committed to subscribe for a cash capital increase of Wolford AG from EUR 36,35milion by EUR 12,495,312.50 to EUR 48,845,312.50 by issue of 1,718,750 new shares for an issue price of EUR 12.80 per new share. This commitment includes the subscription of new shares to the extent that shareholders of Wolford AG do not exercise their subscription rights in full. The maximum cash contribution by Fosun hence amounts to EUR 22,000,000.
The closing of the share purchase agreement and the general meeting that shall resolve on the cash capital increase are intended to take place in May 2018. The general meeting will be convened after clearance of Fosun’s share purchase by the competent merger control authorities.
In connection with the share purchase agreement Fosun also informed Wolford AG about its intention to launch an anticipatory mandatory takeover offer to the remaining shareholders of Wolford AG in accordance with § 22 of the Austrian Takeover Act. The takeover shall be subject to the closing of the share purchase agreement. The price per share in the takeover offer will be set in accordance with applicable takeover law. The price will amount to the weighted average stock exchange price of the last six months of EUR 13.67 per share. Therefore, the purchase price per share in the takeover offer will exceed the price per share as set forth in the share purchase agreement.
Fosun, being a multinational, has invested in several fashion and luxury brands including the German fashion company Tom Tailor, the Greek jewellery company Folli Follie, and the French luxury label Lanvin (transaction yet to be completed).
„We welcome the entry of a financially strong core shareholder which is experienced in the luxury sector and will enhance our access to Asian markets“, emphasis Axel Dreher, CEO of Wolford, „this confirms the reputation of our brand and its growth opportunities.” Brigitte Kurz, CFO of Wolford, points out: “The capital increase will strengthen our long-term capital base and our liquidity. This enables us to accelerate the development of our promising online business and the redesigning of our market appearance. “
Wolford owns 14 online shops, however none in Asia, China and Japan, stated Axel Dreher, CEO of Wolford. Therefore, this fact has to changed and an extension to about 40 top sites is planned. Wolford will also reduce lending financing by EUR 10 million. Future investments will be dedicated to a modernisation of production. Dyeing and knitting in Bregenz would then reflect state-of-the-art. Dreher did not mention exact sums but hinted that investment level would be on the level of former yers, around EUR 8 to EUR 10 million annually.
He further stated that production and personnel (around 600 in Bregenz, 1400 in the group) would not be affected, confection is located as before in Slovenia.
TextileFuture’s comment: The company was on the block and due diligence was excuted by various interested firms, however the generous offering of Chinese Fosun ended such intensions.
In Bregenz, the headquarter of Wolford, there are now speculations loud, that Fosun acquires not only Wolford, but also a Shopping Centre title of 3000 m2 and thus might be planning to run both. Even this might be considered a small surface, according to Austrian laws, it would be easy to extend this to have a sensible and profitable size of Shopping Centre. However a hindrance mioght be that four Austrian banks have given loans, and they might have their say to the the project.