Derby Cycle AG

EANS-News: Derby Cycle AG announces Business Combination Agreement and planned public takeover offer by Pon Holdings B.V.

  Corporate news transmitted by euro adhoc. The issuer/originator is solely
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Mergers - Acquisitions - Takeovers

Subtitle: Cash offer of EUR 28.00 per Derby Cycle share agreed upon in Business
Combination Agreement / Derby Cycle Management Board and Supervisory Board
support the soon to be made offer as specified in the Business Combination
Agreement / Pon supports Derby Cycle’s growth strategy / Guarantee for site
location in Cloppenburg

Cloppenburg (euro adhoc) - September 21, 2011 - Derby Cycle AG (ISIN
DE000A1H6HN1) and Pon Holdings B.V. ("Pon") today reached a Business Combination
Agreement ("BCA") and have thus entered into a strategic cooperation. In
addition, Pon commits itself to make a voluntary public takeover offer to all
shareholders of Derby Cycle AG via its subsidiary Pon Holding Germany GmbH. The
agreement was also published via an ad hoc release today. The Management Board
and Supervisory Board of Derby Cycle support the offer as specified in the BCA.
Pon, one of the largest family-owned businesses in the Netherlands, is an
international trading and service company, engaged in a wide range of activities
surrounding mobility.

Mathias Seidler, CEO of Derby Cycle, comments on the new developments as
follows: "With Pon, we have found a long term strategic partner that both fully
supports our growth strategy and lets us act independently. At the same time,
with Pon we can boost our internationalization and use its expertise and
resources to finance both organic growth and future acquisitions." Uwe
Bögershausen, CFO of Derby Cycle, adds: "Next to the benefits to the company´s
future development, it was very important for us to find a partner that will
honor our company´s culture and our employees. Through the BCA, we have secured
a long-term commitment to our site location in Cloppenburg. Also, Pon does not
intend to make any changes to the composition of the Management Board of Derby
Cycle and stands behind Derby Cycle´s independence."

Pon is active in amongst others the automotive and bicycle market. Its
experience in the bicycle market goes back many years as the company began as a
bicycle dealer in Amersfoort at the end of the 19th century and at one time made
its own `Pon´ bicycles there. The company has also been importing products such
as Continental cycle tyres for decades. Earlier this year, Pon acquired
Koninklijke Gazelle NV ("Gazelle"), one of the leaders in the Dutch bicycle
market, to expand its bicycle-related activities. According to Pon, the
strategic cooperation with Derby Cycle and the accompanying proposed takeover
fits in with the growth strategy of Pon as the trendsetting provider of

Pon has announced to financially support Derby Cycle in its future aspired
growth, in particular in the case that Derby Cycle should realize a currently
considered acquisition. Derby Cycle and Pon will also further investigate a
possible cooperation between Derby Cycle and Gazelle, a subsidiary of Pon. The
two partners will consider all possible forms of cooperation in this respect. On
the basis of a first assessment, the corporate cultures of Derby Cycle and
Gazelle are still very similar. This results also from the fact that Gazelle
once belonged to the Derby Cycle group from 1987 to 2001. The two companies´
product portfolios are also well aligned and both have prominent positions in
their domestic markets. 

Details of the offer

The Business Combination Agreement between Derby Cycle and Pon specifies that
Pon will offer EUR 28.00 per share in cash for all issued and outstanding shares
in Derby valuing the equity of the company at EUR 210.0 million. This offer
price represents:

- A 28% premium to the latest closing price of EUR 21.91 (XETRA) on 
16 September 2011, the trading day before Derby Cycle announced advanced
negotiations regarding a business agreement.
- A 45% premium to the volume weighted average share price of the last three
months of EUR 19.30.
- A 124% premium to the IPO price of Derby Cycle in February 2011 of EUR 12.50.

The offer will be subject to an offer acceptance level of at least 50% of the
share capital of Derby Cycle plus one share as well as other customary
conditions to be outlined in the offer document, including merger clearance.
Derby Cycle expects the offer documents to be published by Pon Holding Germany
GmbH and the acceptance period to commence in the course of the next weeks.
Further details will then be available on 

According to Pon, the offer will be fully funded from Pon´s available cash and
bank resources.

About Pon:
Pon, one of the largest family-owned businesses in the Netherlands, is an
international trading and service company, engaged in a wide range of
activities. Pon constantly strives to achieve the highest possible added value
in the relationship between customer and manufacturer. This is based on
high-quality products supplied by leading manufacturers, including Volkswagen,
Caterpillar, MAN and Continental. Pon also offers complementary services, such
as maintenance, repair, leasing, rental and insurance. Pon employs almost 11,000
people at over 250 branches across 12 countries.

About Derby Cycle:
Derby Cycle is Germany's largest bicycle manufacturer in terms of revenues, and
one of the leading manufacturers in Europe. In particular, global demand growth
for high-quality electric and sports bicycles, as well as the company's
advancing internationalisation in all European volume markets, are reflected in
the company's dynamic growth. Derby Cycle's product range comprises electric
bicycles, sports bicycles for leisure and competition purposes, as well as
comfort bikes for everyday and travel use. These bicycles are sold through the
established Kalkhoff, Focus, Raleigh, Univega and Rixe brands. All models are
developed and assembled at the company's base in Cloppenburg, Germany. These
high-quality products are distributed through specialist retailers who provide
their customers with professional advice and extensive service.

With around 550 employees, Derby Cycle achieved revenue of EUR 173 million in
the 2009/2010 financial year, 72.6 percent of which was generated in Germany,
and 27.4 percent abroad. Earnings before interest and tax (EBIT) amounted to
approximately EUR 12 million. Derby Cycle sold a total of around 430,000
bicycles, of which 44,000 comprised e-bikes. As a consequence, Derby Cycle has
asserted a position of clear market leadership in the German e-bike market in
2010 with a 20 percent market share. The company forecasts revenues of EUR 220
million to 240 million, and an EBIT margin of 8 to 9 percent (2009/10: 7.0
percent) for the 2010/11 financial year that ends on September 30, 2011.
Further information is available at:

Further inquiry note:
cometis AG 
Unter den Eichen 7 
65195 Wiesbaden

Dominic Großmann / Tobias Eberle
Telefon: +49 (0)611-20 58 55-15 / -25

end of announcement                               euro adhoc 

company:     Derby Cycle AG
             Siemensstr. 1-3
             D-49661 Cloppenburg
phone:       +49-4471-966-238
FAX:         +49-4471-966-44820
sector:      Consumer Goods
ISIN:        DE000A1H6HN1
indexes:     SDAX
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
             Hamburg, Stuttgart, Düsseldorf, München 
language:   English

Weitere Meldungen: Derby Cycle AG

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