EQS-Adhoc: HOCHDORF Holding Ltd: Information for the extraordinary Meeting of Shareholders

EQS Group-Ad-hoc: HOCHDORF Holding AG / Key word(s): AGM/EGM
HOCHDORF Holding Ltd: Information for the extraordinary Meeting of Shareholders

04.11.2016 / 07:00
Release of an ad hoc announcement pursuant to Art. 53 KR.

HOCHDORF Group Press Release: Extraordinary Meeting of Shareholders

Details of the request for conditional capital increase

Hochdorf, 4 November 2016- At the Extraordinary General Meeting of HOCHDORF
Holding Ltd on 29 November 2016, the shareholders will decide upon a conditional
capital increase, an increase in the voting restriction of 5% to 15% and the
election of Michiel de Ruiter to the Board of Directors at HOCHDORF Holding Ltd.
Details of the implementation of the conditional capital increase are now

On 24 October 2016 HOCHDORF signed the purchase agreement to acquire 51% of
Pharmalys Laboratories SA, Baar (Switzerland), 51% of Pharmalys Tunisia SA,
Tunis (Tunisia) and 51% of Pharmalys Africa Sarl, which will be jointly founded
as a new company. Details of the implementation of the conditional capital
increase in relation to this transaction are now available. The capital increase
will be presented to the shareholders for approval.

Details of the purchase price
The purchase price for the transaction is calculated on the basis of the average
EBIT for 2016 and 2017 for Pharmalys Laboratories SA and Pharmalys Tunisia SA
multiplied by a multiple of 14. There will also be a one-off upside compensation
of CHF 28-36 million for the share price increase of the HOCHDORF Holding Ltd
shares dating from the signing of the Memorandum of Understanding to 25.10.2016.
According to current prognoses, the final purchase price lies in the region of
CHF 135 to CHF 170 million.

Mandatory convertible bondin two tranches
A first part of the purchase price will be transferred in cash. The larger part
of the purchase price will be settled in the form of a mandatory convertible
bond. The maximum number of shares for this may not finally exceed 430,000. Any
amount exceeding this equivalent value will also be settled in cash.

At the Extraordinary General Meeting, the Board of Directors is requesting a
conditional share capital increase to a maximum amount of CHF 7,173,800 by
issuing a total of 717,380 fully paid-in registered shares with a nominal value
of CHF 10.00 per share, in order to issue a mandatory convertible bond.

The planned mandatory convertible bond will be paid up on 31.3.2017. The runtime
of the bond is 3 years. The interest coupon is set at 3.50% and the strike price
is CHF 304.67. This corresponds to the volume-weighted average share price of 25
October 2016 with an additional premium of CHF 30. The maximum issue amount is
therefore around CHF 218.5 million. Of this overall amount, a maximum of CHF
131.0 million is reserved as tranche A for the purchase of the Pharmalys

The advance subscription rights of previous shareholders are suspended for
tranche A in favour of the seller. The remaining tranche B of at least CHF 87.5
million will be offered to the previous shareholders in full as advance

The invitation to the Extraordinary General Meeting as well as answers to
questions relating to the Pharmalys transaction are available on the HOCHDORF
Group website:www.hochdorf.com.

Additional features:

Document title: Information for the Extraordinary Meeting of Shareholders

End of ad hoc announcement------------------------------------------------------
Information and Explanation of the Issuer to this News:

In 2015 the HOCHDORF Group, which is headquartered in Hochdorf, generated a
consolidated gross sales revenue of CHF 551.2 million. It is one of the leading
foodstuff companies in Switzerland, with more than 625 employees as at 31
December 2015. Made from such natural ingredients as milk, wheat germ, and
oilseeds, HOCHDORF products have been contributing to the health and well-being
of the young and old alike since 1895. Our customers include the food industry
and wholesalers and retailers. Our products are sold in more than 90 countries.
HOCHDORF stock is traded on the SIX Swiss Exchange in Zurich (ISIN


Language: English

Company:  HOCHDORF Holding AG

          Siedereistrasse 9

          6281 Hochdorf


Phone:    +41 41 914 65 65

Fax:      +41 41 914 66 66


Internet: www.hochdorf.com

ISIN:     CH0024666528

Listed:   SIX Swiss Exchange

End of News EQS Group News Service
516987  04.11.2016 

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