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TAR - H&R Holding GmbH waives minimum acceptance threshold in public tender offer to the shareholders of H&R GmbH & Co. KGaA

Company: H&R GmbH & Co. KGaA Date: 2025-07-29 Language: English Register to download
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 News Details 

Corporate | 29 July 2025 13:50

#   

H&R Holding GmbH waives minimum acceptance threshold in public tender offer to the shareholders of H&R GmbH & Co. KGaA

H&R Holding GmbH / Key word(s): Takeover  

H&R Holding GmbH waives minimum acceptance threshold in public tender offer to the shareholders of H&R GmbH & Co. KGaA  

  

29.07.2025 / 13:50 CET/CEST  

The issuer is solely responsible for the content of this announcement.  

  

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**H&R Holding GmbH waives minimum acceptance threshold in public tender offer to the shareholders of H&R GmbH & Co. KGaA**

29 July 2025

-   The waiver of the minimum acceptance threshold increases transaction security for shareholders of H&R GmbH & Co KGaA
-   Shareholders can now accept the Offer until 25 August 2025
-   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
-   The settlement of the Offer is expected in the third quarter of 2025

H&R Holding GmbH (the “Bidder”), a company controlled by Nils Hansen, announced today that it will waive the condition subsequent of not reaching a minimum acceptance threshold of 85 % for its voluntary public tender offer for all outstanding shares of H&R GmbH & Co. KGaA (“H&R KGaA”, ISIN: DE000A2E4T77) (the “Offer”). Accordingly, the Offer will be settled both if an acceptance threshold of 85 % is reached and if it is not reached. The company is thus addressing potential uncertainties in the market and increasing transaction security. The Offer is not subject to any further conditions.

By waiving the offer condition, the acceptance period, originally ending on 11 August 2025, is extended by two weeks and will now end on 25 August 2025 at 24:00 hours (Frankfurt am Main local time).

Until then, shareholders of H&R KGaA still have the opportunity to tender their shares for EUR 5.00 per H&R KGaA share in cash.

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 extended acceptance period.

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

Following the successful settlement 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.

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](mailto:HR-Offer-eu@fgsglobal.com) .

###

**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](https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=ae03115da176c138e8b68d30878c7a25&application_id=2176166&site_id=airport_aws~~~7cc68db1-74de-43c8-af69-2ae0a97efdc3&application_name=news)

**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](mailto:ties.kaiser@hur.com)

+49 (0)40 43218-321

**Press Contact – H&R Holding GmbH**

FGS Global

Tanja Dorr

[tanja.dorr@fgsglobal.com](mailto:tanja.dorr@fgsglobal.com)

+49 (0)160 99 27 1975

**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) and the Offer Amendment. 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](https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=02829c0c5bd59a9db9fd28841df16480&application_id=2176166&site_id=airport_aws~~~7cc68db1-74de-43c8-af69-2ae0a97efdc3&application_name=news) 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 or in the Offer Amendment after the publication of the documents, communications, or the Offer Document or the Offer Amendment.

  

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29.07.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News – a service of EQS Group.  

The issuer is solely responsible for the content of this announcement.  

  

The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.  

Archive at www.eqs-news.com  

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|     |     |
| --- | --- |
| Language: | English |
| Company: | H&R Holding GmbH |
|     | Am Sandtorkai 64 |
|     | 204457 Hamburg |
|     | Germany |
| EQS News ID: | 2176166 |

  

|     |     |
| --- | --- |
|     |     |
| End of News | EQS News Service |

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2176166  29.07.2025 CET/CEST

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