Hawesko management board clearly rejects takeover bid by supervisory board member Meyer

HAWESKO Holding AG / Hawesko management board clearly rejects takeover bid by supervisory board member Meyer . Processed and transmitted by Nasdaq OMX Corporate Solutions. The issuer is solely responsible for the content of this announcement.

- Offer price and premium inadequate
- Change in dividend policy would unsettle investor confidence long-term
- Management board has a clear strategy for continuing success
- Clear vote of confidence for CEO Alexander Margaritoff
- Recommendation to shareholders: "Do not surrender your shares below fair value!"

Hamburg, 4 December 2014. In a written statement issued today the management board of the wine trading group Hawesko Holding AG (HAW GR, HAWG.DE, DE0006042708) firmly recommends that company shareholders reject the takeover bid by Tocos Beteiligung GmbH and its sole shareholder Detlev Meyer.

"The offer of 40 euros per share does not even come close to reflecting the true value and great potential of Hawesko. It is an obvious attempt to take control of the company on the cheap, at the lowest financial outlay possible. Therefore we recommend that all shareholders hold onto their shares," said Ulrich Zimmermann, chief financial officer of Hawesko on behalf of the management board. Those who would sell their shares at the offer price will be irrevocably surrendering their shares clearly below fair value. Meyer is striving to take control of Hawesko without granting shareholders a normal premium for control of the company. The offered premium of some four percent above the legal minimum price is by far insufficient. Even more so, it represents a discount compared to the volume-weighted average price for the last six or twelve months. Relative to the 52-week-high the shortfall amounts to a whopping -10.4 per cent discount. Comparable voluntary public take-over offers provide on a mid- and long-term average more than 20 percent premium above the volume weighted average price of the last three months. The offer price of 40 euros per share also does not do justice to the true value of Hawesko.

The offer must therefore be clearly and unequivocally rejected in the interest of shareholders.
"We have quadrupled our share price in the last ten years and we are working at full speed to continue on our growth path", adds Zimmermann.

The assessment of the management board is supported by a financial opinion of the private-banking house Berenberg. The opinion concludes that the offer price of 40 euros per share is not appropriate from a financial point of view. Hawesko has also commissioned KPMG, the auditing firm, to conduct an extensive valuation of the company. The valuation has not yet been fully completed. But the preliminary analysis performed by KPMG places the value of the company shares above the offer price of 40 euros per share. Several equity analysts in early statements also consider the offer to be insufficient. In a public statement the German federation of private investors (Deutsche Schutzgemeinschaft für Wertpapierbesitz - DSW) has sharply criticised the offer and the course of action taken by Meyer. The assessment of the management board is supported by the current market price development: The share price since the publication of the offer is consistently and significantly above the offer price of 40 euros.

The management board especially criticises Meyer's strategic goal of reducing the company's dividend by up to 60 percent. For years investors have valued Hawesko shares in particular as an attractive dividend stock. This is proven by reactions of shareholders which have arrived at the company since the publication of the unsolicited take-over offer. Investors have placed trust in the company to distribute a high share of net profit as dividends. Meyer's intention to cut the dividend in half would fundamentally alter the essence of an investment in Hawesko and would drive many retail and institutional investors out of the share.

As a further strategic objective, the bidder boasts of a global growth strategy for Hawesko. This target is neither new nor can the bidder take any credit for it. On the contrary, the acting management board and the company have been pursuing such strategy for a long time. Hawesko is uniquely positioned as Europe's market leader in merchandising high-quality wines. The focus of the management board is on exploiting the significant growth potential, both organically and via selected acquisitions. The company has already identified and addressed this potential abroad. "We are convinced that we can fully exploit the large medium-term growth potential of the company through the steadfast continuation of our fruitful strategy and our successful internationalisation policy without having to cut the dividend in half," Zimmermann said. Meyer actually did support and approve the dividend policy over nine years in his role as supervisory board member.  Thus, he knows first-hand that the management board already pursues a strategy of international growth vigorously.
  
In its statement the management board also voices criticism regarding the unsolicited and unexpected nature of the offer, providing the management board only with the shortest possible time to consult on the matter. Also, the obviously well-chosen timing of the action during the Christmas business period is harmful to the company. It is by no means constructive and it damages trust built up over many years.

The management board is of the opinion that the takeover bid is not only negative for shareholders but is also detrimental to the interest of the company, its customers and suppliers. This especially applies to the "generation change" Meyer is aiming at, which the management board views as a clear affront to current CEO Alexander Margaritoff. Against the background of the succession planning already initiated internally, this public advance alone has already caused great concern to employees and long-standing business partners. "The management board considers the role of Mr. Alexander Margaritoff as essential for securing the future success of Hawesko. With his extensive contacts and trust built up over the years, Alexander Margaritoff plays a key role in the expansion of business relations, growth and the sustainable business success of the company," the statement reads. "The ways and means of this current action are not necessarily helpful to build a basis of trust for future cooperation," Zimmermann adds. Recently the chairpersons of all four works councils of the Hawesko Group issued a joint letter to Meyer in which they clearly stated that they cannot conceive the company without Margaritoff, who, as son of the company's founder, has built up an excellent network with suppliers over a period of more than 30 years.

"We advise our shareholders not to accept the offer of Mr. Meyer; that way, they can participate in the sustainable development of Hawesko based on the company's proven and successful strategy. In any case shareholders should keep all options open until the end of the offer to be able to react to new developments," said Zimmermann. "Our strategy has provided the company with profitable growth and great stability. Shareholders have benefitted from it by the rising share price and attractive dividend payments. Customers, business partners and employees can rely on a strong partner now and in the future."

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The complete statement ("Begründete Stellungnahme") of the management board has been published today in German on the Internet under http://www. hawesko-holding.com at "Investors" and is available free of cost from the company. An English translation is not foreseen.

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Hawesko Holding AG is a leading supplier of premium wines and champagnes. In fiscal year 2013, the Group achieved sales of € 465 million and employed 925 persons in the company's three sales channels: specialty retail (Jacques' Wein-Depot), wholesale operations (Wein Wolf and CWD Champagner- und Wein-Distributionsgesellschaft) and mail order (especially Hanseatisches Wein- and Sekt-Kontor and Wein & Vinos). The shares of Hawesko Holding AG are listed on the Hanseatic Stock Exchange in Hamburg as well as in the Prime Standard Segment of the Frankfurt Stock Exchange.

Publisher:
Hawesko Holding AG, 20247 Hamburg
Internet:
http://www.hawesko-holding.com  (Company information)
http://www.hawesko.de                   (Online shop)
http://www.jacques.de                   (Jacques' Wein-Depot locations and online shop)
http://www.vinos.de   (Spanish wines sold through Wein & Vinos)

Press/Media Contact and Investor Relations:
Thomas Hutchinson, Hawesko Holding AG
Phone: +49 (0)40 30 39 21 00
Fax +49 (0)40 30 39 21 05

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HAWESKO Holding AG
Plan 5 Hamburg Germany

WKN: 604270;ISIN: DE0006042708;Index:GEX,CLASSIC All Share,SDAX,Prime All Share,CDAX;
Listed: Freiverkehr in Börse Stuttgart,
Freiverkehr in Börse Berlin,
Freiverkehr in Börse Düsseldorf,
Freiverkehr in Bayerische Börse München,
Freiverkehr in Niedersächsische Börse zu Hannover,
Prime Standard in Frankfurter Wertpapierbörse,
Regulierter Markt in Frankfurter Wertpapierbörse,
Regulierter Markt in Hanseatische Wertpapierbörse zu Hamburg;