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STEINHOFF INTERNATIONAL HOLDINGS N.V. - Steinhoff International Holdings announces firm offer to acquire Darty plc

Release Date: 18/03/2016 17:22
Code(s): SNH
Wrap Text
Steinhoff International Holdings announces firm offer to acquire Darty plc

STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION

Steinhoff International Holdings announces firm offer to acquire Darty plc (“Darty”)

18 March 2016

On 2 March 2016 Steinhoff announced that Conforama, a wholly owned subsidiary of
Steinhoff had put forward a proposal to the Board of Darty seeking their recommendation
for an all cash offer to be made by Conforama for the entire issued share capital of Darty
with a value of 125 pence per Darty share.

Having concluded the due diligence review, Steinhoff is pleased to announce that the
boards of Darty and Conforama have reached agreement on the terms of an all cash offer
to be made by Conforama at 125 pence per Darty Share, and that unless FNAC
announces a higher and deliverable offer, the board of directors of Darty currently intend
to unanimously recommend such offer to its shareholders. The Offer values the share
capital of Darty at approximately £673 million.

    Commenting on the Offer, Alexandre Nodale, CEO of Conforama, said:
    "The Offer represents an attractive opportunity for both companies to develop their
    combined footprint, particularly in France, through an expanded offering of household
    goods and complementary products for the end consumer. Significant value would
    also be unlocked through scale benefits in terms of the resultant combined purchasing
    volumes, logistics and multichannel distribution. In addition, the Offer represents an
    opportunity for Darty management and all its employees to become an integral part
    of a leading specialised European retailer within which they will be able to excel and
    advance their career prospects."

    Commenting on the Offer, Alan Parker, Non-Executive Chairman of Darty, said:
    "Darty is one of the most recognised and respected brands in French retailing. It is
    no surprise that Steinhoff has recognised both the successful turnaround of Darty by
    our management team as well as the strength and quality of our business. The cash
    offer by Conforama represents a premium to the existing Fnac offer, a 54% premium
    to the price before any potential bidders emerged, and provides greater certainty for
    our shareholders. As a result the Board currently intends to recommend the offer to
    Darty shareholders."

No intention to make an offer for Home Retail Group plc ("HRG")

Similarly on 19 February 2016 Steinhoff announced that it had put forward a proposal to
the Board of HRG seeking their recommendation for the possible all cash offer for the
entire issued and to be issued share capital of HRG, which would result in HRG
shareholders receiving a total value of 175 pence per HRG share.

Having concluded the due diligence review on HRG, Steinhoff confirmed earlier today that
it does not intend to make an offer for HRG.

    Commenting on the rule 2.8 announcement, Markus Jooste, CEO of Steinhoff,
    said:
    "Having concluded our due diligence review and ancillary discussions, we have
    evaluated our findings against our investment criteria and today come to a decision
    not to proceed with a firm intention announcement and offer. HRG is a compelling
    business with unique attributes that remains attractive on many fronts. We wish to
    express our appreciation for the way in which the process has been conducted and
    for the professional manner in which the Company and its management facilitated our
    due diligence review."

Enquiries:
 Steinhoff International Holdings NV                         Tel: +27 (0)21 808 0711

 Mariza Nel (Investor Relations)

 Nick Agarwal (UK Press)                                     Tel.+44 (0)7568 101045

Information on Conforama and Steinhoff
Conforama is a leading European retailer of furniture and household goods and a member
of the Steinhoff Group. Its core product lines include furniture, household electronics
goods and home accessories. It employs a multi-style product strategy and also operates
an online sales platform via a "click-and-collect" model, which is supported by its physical
store network, comprising 285 stores, with the majority in France, and the remainder in
Spain, Portugal, Italy, Switzerland, Croatia and Luxembourg. Its annual revenues
amounted to €3.2 billion and EBIT was €160 million for the year ended 30 June 2015.
Steinhoff has a primary listing on the Frankfurt Stock Exchange and a secondary listing
on the Johannesburg Stock Exchange and has a current market capitalisation of
approximately €21 billion, approximately 105,000 employees and broad global operations
with a presence in the UK, Continental Europe, Southern Africa and the Pacific Rim.
Information relating to Darty
Darty is a leading multi-channel service-led electrical retailer operating over 400 stores
and websites in three European countries, with a focus on white goods as well as brown
and grey. Darty is also the number two electrical retailer in Belgium and the leading multi-
channel retailer in the Netherlands via recognised local brands (Vanden Borre and BCC
respectively).
Darty generated an annual turnover of over €3.5 billion in 2014/15 through the operations
of Darty and Mistergooddeal in France, Vanden Borre in Belgium and BCC in the
Netherlands.
Its ordinary shares are listed with the UK Listing Authority and trade on the market for
listed securities on the London Stock Exchange under the symbol DRTY.L. It is also listed
on the Euronext Paris.

18 March 2016

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