SFS : shareholders approve capital increase with an overwhelming majority

SFS shareholders approve capital increase with an overwhelming majority

Ad hoc announcement pursuant to Art. 53 KR - February 1, 2022

The request to create authorized capital was approved by the shareholders of SFS Group AG with an overwhelming majority at the Extraordinary General Meeting on January 31, 2022. The capital will be used for the partial purchase price financing of the planned acquisition of Hoffmann SE, which was announced on December 22, 2021. The capital increase is a condition for the successful completion of this transaction.

Based on Art. 8 of the Federal Act on the Statutory Principles for Federal Council Ordinances on Combating the COVID-19 Epidemic (COVID-19 Act), the Board of Directors arranged for shareholders to cast their votes at the Extraordinary General Meeting in writing or electronically and for the independent proxy to be authorized to vote on their behalf.

The Extraordinary General Meeting was held on January 31, 2022 at the headquarters of SFS Group AG and in the presence of the independent proxy, a representative of the auditor, and the notary. In total, 30ʼ776ʼ985 voting shares were represented. This represents 82.1% of the share capital.

The creation of authorized capital amounting to a maximum of CHF 160,000 was approved
The current owners of Hoffmann SE will contribute 100% of the shares of Hoffmann SE to SFS Group. A portion of the purchase price will be paid in the form of SFS shares. To that end, the creation of authorized capital in the amount of no more than CHF 160,000 (which corresponds to a maximum of 1,600,000 shares) was requested at the Extraordinary General Meeting. The shareholders of SFS Group AG approved this request, with 99.3% in favor, thereby expressing their support for the transaction. The capital increase will be performed under the exclusion of subscription rights for existing shareholders. The founding families of SFS, Huber and Stadler/Tschan, continue to hold more than 50% of SFS shares following this capital increase.

International presence in the quality tools industry
By forming an alliance with Hoffmann SE, SFS is establishing an international presence in the quality tools industry. The decision to join forces marks a milestone and will open up attractive development opportunities for both companies, as they complement each other. Together, the two companies can leverage advantages with respect to cross-selling, digitalization, logistics, software and purchasing. In addition, SFS will gain access to the new LogisticCity in Nuremberg (Germany), Europe's largest tool logistics center, for its Distribution & Logistics and Fastening Systems segments.

The transaction continues to be subject to the usual closing conditions. The transaction is expected to be concluded in the first half of 2022.