shareholders can now tender their shares in the voluntary public tender offer for H&R GmbH & Co. KGaA

Acceptance period starts: shareholders can now tender their shares in the voluntary public tender offer for H&R GmbH & Co. KGaA

30 June 2025

• Following the approval of the publication of the offer document by BaFin, shareholders can accept the Offer from today until 11 August 2025 at 24:00 CET
• The offer price of EUR 5.00 per H&R KGaA share provides shareholders with the unique opportunity to sell their shares to the founding and majority-shareholding family on attractive terms and to support the necessary transformation of the company
• The offer price corresponds to a secure and attractive premium of approx. 32.79% compared to the volume-weighted average XETRA share price in the six months prior to 16 May 2025
• The dividend of EUR 0.10 distributed by H&R KGaA for the financial year 2024 will remain with the shareholders even if they tender their H&R KGaA shares into the Offer
• The offer is subject to a minimum acceptance threshold of 85%
• The management and the Supervisory Board of H&R KGaA support the Offer and, subject to the review of the offer document, intend to recommend that H&R KGaA shareholders accept the Offer

H&R Holding GmbH (the “Bidder”), a company controlled by Nils Hansen, today published the offer document for its voluntary public tender offer for all outstanding shares in H&R GmbH & Co. KGaA (“H&R KGaA”, ISIN: DE000A2E4T77) (the “Offer”), following approval by the German Federal Financial Supervisory Authority (“BaFin”). The Offer is aimed at increasing the Bidder’s and Nils Hansen's indirect stake in H&R KGaA from currently 61.45% to at least 85%.

Through the Offer, the Bidder is responding to the growing demands placed on companies in the specialty chemicals sector. In order to remain internationally competitive, H&R KGaA will have to make significant investments in the renewal and transformation of its refineries in the coming years. This will tie up significant financial resources of H&R KGaA, limit the company’s earnings potential and thus restrict its ability to pay dividends for years to come. The Bidder and the management of H&R KGaA are convinced that the company would benefit from a simplified shareholder structure and consolidated shares.

From today, the shareholders of H&R KGaA have the opportunity to accept the Offer and to tender their shares for EUR 5.00 per H&R KGaA share in cash. This corresponds to a premium of (i) approx. 31.23% compared to the XETRA closing share price on 15 May 2025, the last closing price prior to the Bidder announcing its intention to make the Offer on 16 May 2025, (ii) approx. 28.46% compared to the volume-weighted average XETRA share price over the three months prior to 16 May 2025 and (iii) approx. 32.79% compared to the volume-weighted XETRA average share price in the six months prior to 16 May 2025. The dividend of EUR 0.10 per share distributed by H&R KGaA for the 2024 financial year was paid to shareholders on 30 May 2025 and will remain with the shareholders even if they tender their H&R KGaA shares into the Offer. The Offer provides H&R KGaA shareholders with a unique opportunity to sell a share with low liquidity and high volatility to the Bidder on attractive terms, while supporting the crucial transformation for the company’s long-term success.

The Offer is subject to a minimum acceptance threshold of 85%

The management and the Supervisory Board of H&R KGaA support the Offer and, subject to the review of the offer document, intend to recommend in their reasoned statement that H&R KGaA shareholders accept the Offer.

The Offer is subject to a minimum acceptance threshold of 85% of the outstanding H&R KGaA shares, including 61.45% of the H&R KGaA shares already attributed to Nils Hansen. In addition, the Bidder has entered into a contribution agreement for a total of 6.06% of H&R KGaA shares with Wilhelm Scholten Beteiligungen GmbH, Ölfabrik Wilhelm Scholten GmbH and SRS Schmierstoff Vertrieb GmbH, which are controlled by Wilhelm Scholten. Mr. Scholten will retain an indirect shareholding in H&R KGaA in the same amount as before. Beyond the resolutory condition of not reaching the minimum acceptance threshold, the Offer is not subject to any conditions.

The acceptance period ends on 11 August 2025 at 24:00 hours (Frankfurt am Main local time). Details on the acceptance of the Offer are described in the offer document. H&R KGaA shareholders are advised to contact their respective custodian bank to tender their shares and to find out about any deadlines set by their custodian bank that may require them to act before the official end of the acceptance period.

The settlement of the Offer is expected in the third quarter of 2025.

Following the successful completion of the Offer, the Bidder intends to examine the possibility of implementing a delisting offer or a squeeze-out, provided this is economically and operationally prudent at the time. This would aim at supporting the necessary transformation of H&R KGaA's German refinery sites outside the stock market environment.

The offer document, a non-binding English translation and further information in connection with the Offer are available at www.chem-offer.com. Copies of the offer document are also available free of charge from COMMERZBANK Aktiengesellschaft, Mainzer Landstraße 153, 60327 Frankfurt am Main, Federal Republic of Germany (to order the offer document, please send an email to HR-Offer@commerzbank.com, stating your full mailing address). A shareholder hotline for questions regarding the Offer is available Monday through Friday between 9:00 a.m. and 6:00 p.m. CET at +49 (0)211 43079242 or via HR-Offer-eu@fgsglobal.com.

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About H&R GmbH & Co. KGaA

H&R GmbH & Co. KGaA (ISIN DE000A2E4T77), listed in the Prime Standard segment on the Frankfurt Stock Exchange and on the Hamburg and Düsseldorf stock exchanges, is a specialty-chemicals company. It develops and manufactures chemical and pharmaceutical specialty products based on fossil, biomass, synthesized and recycled hydrocarbons and produces high-precision plastic parts.

Further information on H&R KGaA can be found at www.hur.com

About H&R Holding GmbH and Nils Hansen

H&R Holding GmbH is a company controlled by Nils Hansen, which was founded to invest in companies.

Nils Hansen is the longstanding controlling shareholder of H&R GmbH & Co. KGaA. In 1973, at the age of 33, he assumed sole responsibility for the long-established Hamburg trading company Hansen & Rosenthal. In the early 1990s, under his leadership, the Salzbergen refinery site was acquired and converted from pure lubricant production to diversified specialty production. In 2001, the site was merged with the WASAG Chemie AG to form H&R WASAG AG. H&R WASAG AG shares were traded on the stock exchange from July 2002. The company was later renamed H&R AG. The acquisition of the refinery site of Ölwerke Schindler GmbH in the Port of Hamburg in 2004 further accelerated the company’s development into one of the leading producers of oil-based specialty products. In 2015/16, the majority of the China business was contributed and the company was transformed into H&R KGaA. Since the merger in 2001, Nils Hansen has been the largest shareholder of today’s H&R KGaA. His two sons, Niels H. Hansen and Sven Hansen, support him in managing and shaping the future of the H&R Group.

Investor Relations and Press Contact – H&R GmbH & Co. KGaA

Head of Investor Relations / Communication

Ties Kaiser

ties.kaiser@hur.com

+49 (0)40 43218-321

Press Contact – H&R Holding GmbH

FGS Global

Tanja Dorr

tanja.dorr@fgsglobal.com

+49 (0)160 99 27 1975

FGS Global

Jacqueline Niemeyer

jacqueline.niemeyer@fgsglobal.com 

+49 (0)175 96 700 73

Important note 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of H&R GmbH & Co. KGaA. The final terms and conditions of the Offer, as well as other provisions relating to the Offer, can be found in the Offer Document approved for publication by the German Federal Financial Supervisory Authority (BaFin). Investors and holders of shares of H&R GmbH & Co. KGaA are strongly advised to read the Offer Document and all other documents related to the Offer, as they will contain important information.

The Offer was published solely under the laws of the Federal Republic of Germany and certain applicable provisions of U.S. securities laws. Any contract concluded on the basis of the Offer is subject exclusively to the laws of the Federal Republic of Germany and is to be interpreted in accordance with them.

The Bidder reserves the right, within the limits of legal permissibility, to acquire H&R KGaA shares outside the Offer, either on the stock exchange or off-exchange, directly or indirectly, with such acquisitions or agreements to acquire H&R KGaA shares being conducted in accordance with applicable law. Should such acquisitions occur, they will be published on the internet at www.chem-offer.com in both German and English.

To the extent this document contains forward-looking statements, these are not statements of fact and are identified by the words ‘intend,’ ‘will,’ and similar expressions. These statements reflect the intentions, assumptions, or current expectations and assumptions of the Bidder and the persons acting in concert with it. Such forward-looking statements are based on current plans, estimates, and projections made to the best of the Bidder’s knowledge and those acting in concert with it, but do not constitute a guarantee of their future accuracy (this is particularly true for circumstances beyond the control of the Bidder or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and generally beyond the control of the Bidder or the persons acting in concert with it. It should be considered that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it may change their intentions and assessments expressed in documents or communications or in the Offer Document after the publication of the documents, communications, or the Offer Document.