HOCHDORF Holding AG: Confirms its proposal to shareholders for the sale of HOCHDORF Swiss Nutrition to AS Equity Partners

[ Report ]

Hochdorf (pta006/11.09.2024/07:15) - Hochdorf, 11 September 2024 – The Board of Directors of HOCHDORF Holding Ltd has received an unexpected non-binding proposal from Newlat Group S.A. to acquire HOCHDORF Swiss Nutrition Ltd (HSN). After careful consideration of the interests of the company, the Board of Directors has decided not to act this proposal. The Board of Directors remains convinced that AS Equity Partners has submitted the most attractive offer, provides transaction security and will be the best new owner of HSN.

The Board of Directors has summarised its considerations as follows:

* Newlat has been aware of the Board of Directors' intention to sell since 5 March 2024. In contrast to all other serious potential buyers, Newlat has not yet submitted a binding offer for HSN in the structured sales process, as would be expected of a serious investor. Instead, Newlat has made various rudimentary purchase approaches in an unstructured manner over the past few months, which have never been substantiated, even in discussions at the highest level.
* The non-binding letter received by Hochdorf does not fulfil any of the relevant requirements of the sales process that has now been completed, subject to the decision of the Extraordinary General Meeting.
* There is also a lack of transparency around the proceeds from the sale of HSN to HOCHDORF Holding and what deductions would be made from the company value of CHF 93.0 million mentioned by Newlat. In contrast to the agreement with AS Equity Partners, the purchase price is not fixed in Newlat's proposal. As with the sale to AS Equity Partners on the basis of a company value of CHF 83.0 million, it is clear that the proceeds would not be sufficient to fully cover HOCHDORF Holding's debts. The shareholders will lose their investments in both scenarios.
* AS Equity Partners has submitted a binding share purchase agreement, which has been approved by the Board of Directors of HOCHDORF Holding and is supported by the banks involved. HOCHDORF Holding has already been authorised to implement this agreement by the responsible court as part of the debt restructuring proceedings, with the support of the administrator. AS Equity Partners has made it clear that it intends to continue current operations at HSN without interruption; it will implement the existing strategy while significantly strengthening its equity.
* In contrast to Newlat's proposal, where the sales process and negotiations would have to start from scratch with an extremely uncertain outcome, the Board of Directors is of the opinion that AS Equity Partners offers a high level of transaction security. This is of the utmost importance in view of the desire to maintain operations and the associated jobs. The Board of Directors is adhering to its binding agreement with AS Equity Partner.

The Board of Directors therefore reiterates its request to shareholders to approve the sale of HSN to AS Equity Partners at the Extraordinary General Meeting on 18 September 2024.

Material to download and further information

* Annual Report 2023: https://report.hochdorf.com/2023/ar/de/startseite ( https://report.hochdorf.com/2023/ar/en/home ) / PDF version: https://report.hochdorf.com/2023/ar/downloads/de/Hochdorf_Geschaeftsbericht_2023.pdf
* Interim Report 2024: https://report.hochdorf.com/2024/hyr/ en/ Homepage ( https://report.hochdorf.com/2024/hyr/de/homepage )
* Media releases by e-mail / Investor News Service: https://www.hochdorf.com/en/newsletter ( https://www.hochdorf.com/en/newsletter/ )
* Overview of ad hoc press releases of the HOCHDORF Group: https://www.hochdorf.com/en/media/ad-hoc-announcements/
* Picture material: on request / Keystone: https://visual.keystone-sda.ch/lightbox/-/lightbox/page/2047447/1

Contact and photo material

HOCHDORF Holding AG: Martin Nellen, Senior Corporate Communications & Investor Relations; +41 41 914 65 49/ +41 79 818 97 73; martin.nellen@hochdorf.com

About Hochdorf

Founded in 1895, HOCHDORF is the Swiss centre of excellence for milk processing, specialising in infant formula, powder drying and mixing technology for milk-based and alternative proteins. The technology company based in Hochdorf (LU) and Sulgen (TG) in Switzerland develops functional foods and ingredients for industrial customers and consumers around the world. As "food for life", these products help shape the changing eating habits of society today and tomorrow. The HOCHDORF Group achieved a consolidated net sales revenue of CHF 307.8 million in 2023 and employs 369 staff. HOCHDORF shares are listed on the SIX Swiss Exchange.

(Ende)