Bonita sold out to Tom Tailor Holding

Tom Tailor Holding announced that it had acquired a 100

percent stake in Bonita International, a wholly owned subsidiary of the non-profit foundation Versorgungs- und Forderungsstiftung, Vaduz/Liechtenstein. Tom Tailor will pay EUR 150 million in cash funded by long-term debt and the rest in the form of shares. The transaction is expected to be completed in August 2012.

Despite the sell out, Versorgungs- und Forderungsstiftung will receive about EUR 6 million new Tom Tailor shares from a capital increase in kind from authorised capital and, as a result, will participate in the future value creation of the company. In addition, Tom Tailor plans to make an increase in cash capital, excluding subscription rights, of approximately 1.65 million new shares. Following the completion of this transaction, Versorgungs- und Forderungsstiftung will hold a 24.9 per cent stake in Tom Tailor and will not exceed this threshold in the long term. The new Tom Tailor shares granted to Versorgungs- und Forderungsstiftung are subject to a three-year lock-up period and can therefore not be traded in that period.

According to plans, Tom Tailor will operate Bonita as a brand independently within the group. Currently, Bonita operates more than 960 stores employing around 4,500 employees. After the acquisition, Tom Tailor will operate more than 1,350 own retail stores, predominantly in its core markets Germany, Austria, Switzerland and the Benelux countries, and have over 6,100 employees. In 2011, the new Group would have generated pro-forma sales of EUR 790 million and adjusted EBITDA of EUR 108 million. Following the acquisition, the leverage of Tom Tailor at year-end 2012 will not exceed 2.5 times the combined EBITDA.

In future, Bonita intends to open around 50 new stores, primarily in Germany, Austria and Switzerland, in the current financial year which runs until the end of February 2013. Bonita also operates in the Benelux countries and, like Tom Tailor, recently opened its first stores in Poland.