ad pepper media International N.V. considers the acquisition of 25.65% in solute Holding GmbH & Co. KGBack to overview
Nuremberg, Amsterdam, 4 July 2023
ad pepper media International N.V. (ISIN: NL0000238145), Nuremberg, Amsterdam (“ad pepper”) and four shareholders of solute Holding GmbH & Co. KG (“solute”), Hanover, currently negotiate the purchase of 25.65% of the shares in solute.
The four potential sellers are Euro Serve Media GmbH, Nuremberg, Josef Keller GmbH & Co. Verlags-KG, Munich, Telefonadress GmbH & Co. KG, Chemnitz, and BFB BestMedia4Berlin GmbH, Berlin; their holding in solute amounts to a total of 23.79%.
ad pepper aims to acquire an additional interest of 1.86% in the target company. These shares are held in total by A. Christ Verlag GmbH & Co. KG, Neu-Isenburg, KELMAR Telefonbuchverlag GmbH, Erfurt, and KELSTA Telefonbuchverlag GmbH, Erfurt. These companies are participations of Josef Keller GmbH & Co. Verlags-KG.
Today, ad pepper’s management board and supervisory board have decided that the negotiating shareholders of solute can obtain the consent of the other shareholders of solute to the sale of the shares held by the seven shareholders to ad pepper and to the waiver of any pre-emptive rights.
The purchase price for the 25.65% interest in solute will presumably be approx. EUR 4.1 million.
It is intended that this participation in solute is to be paid by issuance of new shares of ad pepper. This would require ad pepper’s capital to be increased with approximately up to 1,750,000 new shares against a contribution in kind consisting of the solute shares without any pre-emptive rights of ad pepper`s current shareholders.
As operator of the websites billiger.de and shopping.de, solute is among the leading market participants of price comparison portals for the German-speaking market and has almost 20 years of expertise regarding the development of innovative products, including in the area of performance marketing. The operative company has its headquarters in Karlsruhe, employs more than 170 employees and achieved a turnover as defined in the German Commercial Code (Handelsgesetzbuch, HGB) of around EUR 33.0 million and an EBITDA of approx. EUR 2.0 million in the past financial year. ad pepper achieved an IFRS turnover of approx. EUR 25.0 million and an EBITDA of approx. EUR 1.3 million in the past financial year.
At the moment, all acquisition activities are subject to an ongoing review process in which various issues are still to be assessed and a fairness opinion from an international auditing firm is to be finalised. The present fairness opinion draft currently confirms the appropriateness of the targeted purchase price. The transaction furthermore requires the final board approvals. ad pepper is also principally interested in negotiating the acquisition of further shares in solute.
This transaction is a transaction with a related party of ad pepper as defined in Sec. 111a of the German Stock Corporation Act (Aktiengesetz, AktG). Mr Michael Oschmann is the chairman of ad pepper’s supervisory board and directly and indirectly holds more than 20% of the shares in ad pepper so that a relevant influence and thus a relation pursuant to Sec. 111a AktG with respect to ad pepper has to be assumed.
At the same time, Mr Michael Oschmann directly or indirectly holds more than 20% of the shares in all of the selling companies and has, in addition, various managing director positions in these companies so that a relevant influence and thus a relation pursuant to Sec. 111a AktG with respect to these seven companies has to be assumed.
Dr Jens Körner (CEO)
ad pepper media International N.V.
+49 (0) 911 929057-0