Douglas AG announces satisfaction of transaction conditions

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF DOUGLAS AG, KIRK BEAUTY SUN GMBH OR DOUGLAS SERVICE GMBH.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Douglas AG announces satisfaction of transaction conditions

Düsseldorf, 15 April 2024 – The DOUGLAS Group announced today the satisfaction of all Transaction Conditions stated in the notices of redemption issued on April 5, 2024, to holders of (i) the 6.000% Senior Secured Notes due 2026 issued by Douglas Service GmbH (formerly Douglas GmbH) (the “2026 Notes”) and (ii) the 8.250% (Cash Interest) / 9.000% (PIK Interest) Senior PIK Notes due 2026 issued by Kirk Beauty SUN GmbH (the “PIK Notes” and, together with the 2026 Notes, the “Notes”) (the “Notices of Redemption”).

On March 25, 2024, the initial public offering of capital stock of Douglas AG was completed. With the drawing of funds under the EUR 1,600 million term and revolving facilities agreement today, the Transaction Conditions as set out in the Notices of Redemption have been satisfied and the redemption of the Notes will proceed as previously described in such notices. 

About the DOUGLAS Group

The DOUGLAS Group, with its commercial brands DOUGLAS, NOCIBÉ, Parfumdreams and Niche Beauty, is the number one omnichannel premium beauty destination in Europe. The DOUGLAS Group is inspiring customers to live their own kind of beauty by offering a unique assortment online and in around 1,850 stores. With unparalleled size and access to customers, the DOUGLAS Group is the partner of choice for brands and offers a premium range of selective and exclusive brands as well as own corporate brands. The assortment includes fragrances, color cosmetics, skin care, hair care, accessories as well as beauty services. Strengthening its successful omnichannel positioning while consistently developing superior customer experience is at the heart of the DOUGLAS Group strategy “Let it Bloom – DOUGLAS 2026”. The winning business model is underpinned by the Group’s omnichannel proposition, leading brands, and data capabilities. In the financial year 2022/23, the DOUGLAS Group generated sales (net) of 4.1 billion euro and employed around 18,000 people across Europe.

For more information visit the DOUGLAS Group website.

Investor Relations Contact

Stefanie Steiner
Director Investor Relations and M&A
Phone: +49 211 16847 8594
E-Mail: ir@douglas.de

Press Contact

Peter Wübben
SVP Group Communications & Sustainability
Phone: +49 211 16847 6644
E-Mail: pr@douglas.de

Cautionary Statement

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, South Africa, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

Neither this announcement nor the publication in which it is contained is for publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, including its territories and possessions, any state of the United States and the District of Columbia (the “United States”). The information in this announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in securities in DOUGLAS AG, Kirk Beauty SUN GmbH or Douglas GmbH in any jurisdiction. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or otherwise transferred, directly or indirectly, in or into the United States absent such registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, in each case in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities in the United States.

In member states of the European Economic Area (other than Germany), this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.

In the United Kingdom, this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129 and amendments thereto) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) are high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons being referred to as “relevant persons”). In the United Kingdom, this announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons and it should not be relied on by anyone other than a relevant person.

This announcement may contain forward-looking statements. These forward looking statements can be identified  by the use of forward looking terminology, including words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate”, “will” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or developments and the actual outcome could differ materially from the forward-looking statements.