Economic agreement on transformation concept and content of a long-term restructuring agreement until 2027; extension of the standstill agreements; sale of RWA AG signed

BayWa AG: Economic agreement on transformation concept and content of a long-term restructuring agreement until 2027; extension of the standstill agreements; sale of RWA AG signed

Munich, 27 December 2024 - BayWa AG has reached an agreement with its main financing partners and major shareholders Bayerische Raiffeisen-Beteiligungs-AG and Raiffeisen Agrar Invest AG on a detailed transformation concept and the content of a long-term restructuring agreement until 2027, along with additional agreements.

As part of the transformation concept, a cash capital increase with subscription rights with a volume of €150 million is to be implemented. The two major shareholders have undertaken to back-stop this volume. The details are to be finalised in the first quarter of 2025.

The legally binding conclusion and entry into force of the restructuring agreement and the conclusion and entry into force of financing agreements for the reorganisation of financing until the end of 2027 are expected by the end of April 2025 at the latest.

In addition, the existing standstill agreements were extended until 30 April 2025.

In implementing the transformation concept, BayWa AG and its wholly owned subsidiaries BayWa Austria Holding GmbH (BayWa Austria) and BayWa Pensionsverwaltung GmbH (BayWa PensionsVw) have already concluded an agreement today on the sale of the 47.53% stake held by BayWa Austria in the Austrian company RWA Raiffeisen Ware Austria AG (RWA AG) and a further share held by BayWa PensionsVw to a company affiliated with their co-shareholder RWA Raiffeisen Ware Austria Handel und Vermögensverwaltung eGen. The purchase price amounts to €176 million, of which €26 million is to be used after distribution to BayWa AG to discharge a liability in the corresponding amount from a loan granted by RWA AG to BayWa AG. RWA Raiffeisen Ware Austria Handel und Vermögensverwaltung eGen already holds 49.99% of RWA AG and also the majority of shares in Raiffeisen Agrar Invest AG, which holds a 28.3% stake in BayWa AG. Completion of the share purchase agreement is subject to, inter alia, the condition precedent of confirmation of the financial adequacy of the purchase price by means of a fairness opinion in accordance with IDW S 8, which is already available in draft form, as well as approval by the antitrust authorities. The sale is expected to be completed by the end of the first quarter of 2025.