H&R Holding GmbH announces voluntary public tender offer for all outstanding shares of H&R GmbH & Co. KGaA

16 May 2025

• The Offer aims to increase Nils Hansen’s shareholding from 61.45% to at least 85%
• With a consolidated shareholder structure, the necessary transformation of the company can be driven much more consistently and efficiently
• Significant investment will constrain the dividend payout capacity and share price potential for years to come
• The Offer in the amount of EUR 5.00 per H&R KGaA share offers shareholders the unique opportunity to tender their shares at a secure and attractive premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months
• The Offer will be subject to a minimum acceptance threshold of 85%

H&R Holding GmbH (the “Bidder”), a company controlled by Nils Hansen, today announced a voluntary public tender offer for all outstanding shares in H&R GmbH & Co. KGaA (“H&R KGaA”, ISIN: DE000A2E4T77), a specialty-chemicals company focused on the development and manufacturing of chemical and pharmaceutical specialty products based on fossil, biomass, synthesized and recycled hydrocarbons and the production of high-precision plastic parts (the “Offer”). The Offer is aimed at increasing Nils Hansen’s stake in H&R KGaA, who already holds 61.45% in H&R KGaA shares.

Significant investment in transformation required to position H&R KGaA for the future

As a specialty-chemicals company, H&R KGaA operates in a challenging environment characterized by strong global competition, high energy costs and increasing demands on innovation and the sustainability of products and production sites. This is accompanied by high regulatory pressure.

In order to remain internationally competitive, the company will have to make significant investments in the renewal and transformation of its refineries in the coming years. This will tie up significant financial resources of H&R KGaA, limit its earnings potential and thus restrict its ability to pay dividends for years to come. The Offer therefore enables shareholders to sell their shares at a secure premium. This is a unique opportunity for shareholders to sell a share with low liquidity and high volatility to the owner family on attractive terms.

The Bidder and the management of H&R KGaA believe that the company would benefit from a simplified shareholder structure and consolidated shares. Following the successful completion of the Offer, the Bidder also intends to examine the possibility of implementing a delisting offer or a squeeze-out, provided this is economically and operationally prudent at the time. This would aim at supporting the necessary transformation of H&R KGaA’s German refinery sites outside the stock market environment. The listing, along with its associated reporting requirements and administrative expenses, imposes significant costs on the company – resources that could instead be directed towards ensuring H&R KGaA’s future viability.

“We look back on decades of successes, challenges, and bold decisions in our company’s history. In an increasingly challenging environment, our company is again entering a pivotal phase. As an owner family, we take responsibility and intend to increase our shareholding. We firmly believe that a consolidated shareholder structure can play a decisive role in driving the transformation of the company. We therefore call on our shareholders to support us in this important step by offering them a secure and attractive premium at a challenging time for the company,” said Nils Hansen, controlling shareholder of H&R Holding GmbH and H&R GmbH & Co. KGaA.

“While we can look back on solid business years, we must also recognize that the industry is undergoing profound changes that cannot be ignored. To remain competitive in the long term, we need to make transformational decisions and significant investments. This will severely limit our company’s dividend payout capacity and our share price potential for the foreseeable future. This step would give us greater financial and organizational flexibility to drive the necessary further development of the company, and our shareholders would receive a secure premium. As a management team, we therefore fully support the Offer,” said Niels H. Hansen, CEO of H&R GmbH & Co. KGaA.

Key information on the voluntary public tender offer

The Bidder intends to make a cash offer to all shareholders of H&R KGaA in the amount of EUR 5.00 per H&R KGaA share. This corresponds to a premium of (i) 31.23% compared to the XETRA closing share price on 15 May 2025, (ii) 28.46% compared to the volume-weighted average XETRA share price over the last three months and (iii) 32.79% compared to the volume-weighted average XETRA share price during the last six months.

The Offer will be subject to a minimum acceptance threshold of 85% of the outstanding H&R KGaA shares, including 61.45% of the H&R KGaA shares already attributed to Nils Hansen. In addition, the Bidder has entered into a contribution agreement for a total of 6.06% of H&R KGaA shares with Wilhelm Scholten Beteiligungen GmbH, Ölfabrik Wilhelm Scholten GmbH and SRS Schmierstoff Vertrieb GmbH, which are controlled by Wilhelm Scholten. Beyond the minimum acceptance threshold, the Offer will not be subject to any conditions.

The settlement of the Offer is expected to take place in the third quarter of 2025. A dividend for the financial year 2024 to be resolved by the Annual General Meeting of H&R KGaA on 27 May 2025 will be distributed to H&R KGaA shareholders prior to the settlement of the Offer and will remain with the shareholders even if they tender their H&R KGaA shares into the Offer.

The offer document, which contains the detailed terms and conditions of the Offer, as well as further information in connection with the Offer will be published by the Bidder on the website
www.chem-offer.com after approval of the publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). At this time, the acceptance period of the Offer will commence.

After publication, the management and the Supervisory Board of H&R KGaA will carefully review the offer document in accordance with their legal obligations and issue a reasoned statement. Both support the Offer and, subject to the review of the offer document, intend to recommend that H&R KGaA shareholders accept the Offer.

###

About H&R GmbH & Co. KGaA

H&R GmbH & Co. KGaA (ISIN DE000A2E4T77), listed in the Prime Standard segment on the Frankfurt Stock Exchange and on the Hamburg and Düsseldorf stock exchanges, is a specialty-chemicals company. It develops and manufactures chemical and pharmaceutical specialty products based on fossil, biomass, synthesized and recycled hydrocarbons and produces high-precision plastic parts.

Further information on H&R KGaA can be found at www.hur.com

About H&R Holding GmbH and Nils Hansen

H&R Holding GmbH is a company controlled by Nils Hansen, which was founded to invest in companies.

Nils Hansen is the longstanding controlling shareholder of H&R GmbH & Co. KGaA. In 1973, at the age of 33, he assumed sole responsibility for the long-established Hamburg trading company Hansen & Rosenthal. In the early 1990s, under his leadership, the Salzbergen refinery site was acquired and converted from pure lubricant production to diversified specialty production. In 2001, the site was merged with the then listed WASAG Chemie AG to form H&R WASAG AG. The company was later renamed H&R AG. The acquisition of the refinery site of Ölwerke Schindler GmbH in the Port of Hamburg in 2004 further accelerated the company’s development into one of the leading producers of oil-based specialty products. In 2015/16, the majority of the China business was contributed and the company was transformed into H&R KGaA. Since the merger in 2001, Nils Hansen has been the largest shareholder of today’s H&R KGaA. His two sons, Niels H. Hansen and Sven Hansen, support him in managing and shaping the future of the H&R Group.

Investor Relations and Press Contact – H&R GmbH & Co. KGaA

Head of Investor Relations / Communication

Ties Kaiser

ties.kaiser@hur.com

+49 (0)40 43218-321

Press Contact – H&R Holding GmbH

FGS Global

Tanja Dorr

tanja.dorr@fgsglobal.com

+49 (0)160 99 27 1975

FGS Global

Jacqueline Niemeyer

jacqueline.niemeyer@fgsglobal.com 

+49 (0)175 96 700 73

Important note

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of H&R GmbH & Co. KGaA. The final terms and conditions of the Offer, as well as other provisions relating to the Offer, will be communicated only after the publication of the Offer Document has been permitted by BaFin. Investors and holders of shares of H&R GmbH & Co. KGaA are strongly advised to read the Offer Document and all other documents related to the Offer as soon as they are made available, as they will contain important information.

The Offer is published solely under the laws of the Federal Republic of Germany and certain applicable provisions of U.S. securities laws. Any contract concluded on the basis of the Offer is subject exclusively to the laws of the Federal Republic of Germany and is to be interpreted in accordance with them.

The Bidder reserves the right, within the limits of legal permissibility, to acquire H&R Shares outside the Offer, either on the stock exchange or off-exchange, directly or indirectly, with such acquisitions or agreements to acquire H&R Shares being conducted in accordance with applicable law. Should such acquisitions occur, they will be published on the internet in both German and English.

To the extent this document contains forward-looking statements, these are not statements of fact and are identified by the words ‘intend,’ ‘will,’ and similar expressions. These statements reflect the intentions, assumptions, or current expectations and assumptions of the Bidder and the persons acting in concert with it. Such forward-looking statements are based on current plans, estimates, and projections made to the best of the Bidder’s knowledge and those acting in concert with it, but do not constitute a guarantee of their future accuracy (this is particularly true for circumstances beyond the control of the bidder or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and generally beyond the control of the bidder or the persons acting in concert with it. It should be considered that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it may change their intentions and assessments expressed in documents or communications or in the Offer Document yet to be published after the publication of the documents, communications, or the Offer Document.