The furniture mail order company Home24 has secured all shares in Butlers Holding. The chain of stores for household goods includes around 100 branches and online shops in Germany, Austria and Switzerland, as well as 33 franchise partners abroad. The seller is the founder Wilhelm Josten.
Butlers was founded in 1999 and comprises the retail and wholesale trade of housewares and home accessories. The group achieved sales of around 95 million euros last year.
Home24 buys 74.8 percent of the shares in Butlers Holding directly (the so-called purchase shares), while 25.2 percent of the shares are contributed by Butlers founder Wilhelm Josten in exchange for new shares in Home24 SE (contribution shares). These new shares will be created from authorized capital and issued to Jost. This is based on a value of EUR 18 per Home24 share.
In addition, there are payment terms that include a partial deferral of the purchase price (vendor loan) and the achievement of certain target values (earn-out). After completion of the transaction, Josten will probably be the largest single shareholder of Home24 SE. The transaction is subject to antitrust approval and is expected to close in the second quarter.
Better living in the pandemic
The online retailer Home24, founded in 2009, has been listed on the stock exchange since the summer of 2018. The Berlin-based company is represented in seven European countries with the Home24 brand and in Brazil with its Mobly subsidiary, which is also listed on the stock exchange. More than 1,900 employees currently work for the e-commerce company, which increased its sales by 40 percent to EUR 464 million in the first three quarters of 2021.
Consultant Home24 SE
In-house law (Berlin): Dr. André Schneider (General Legal Counsel), Dr. Martin Bredol (Deputy General Counsel)
CMS Hasche Sigle (Berlin): Dr. Annett Grigoleit, Dr. Igor Stenzel (lead management; both Corporate/M&A), Dr. Ulrich Becker (distribution law), Dr. Jochen Schlotter (corporate/capital markets law; both Frankfurt), Dr. Jens Moraht (banking and finance law), Dr. Rolf Hempel (antitrust law; Stuttgart), Dr. Andreas Hofelich (labour law; Cologne), Dr. Andreas Otto (real estate law), Niklas Lütcke (restructuring/insolvency law), Thomas Gerdel (tax law; Düsseldorf), Dr. Michael Kraus (IT/data protection; Stuttgart), Dominik von Zehmen (corporate/capital markets law; Frankfurt), Martin Cholewa (antitrust law; Stuttgart), Dr. Tanja Graue (employment law), Sylle Schreyer-Bestmann (IP), Dr. Martin Friedberg (tax law; Düsseldorf); Associates: Fabian Mayer, Lisa Spohnholtz (all corporate/M&A), Sinje Maier (sales law), Till Komma (both Frankfurt), Alexander Schley (both banking and finance law), Dr. Mario Brungs (employment law; Cologne), Dr. Huy Chi (IP), André Schmidt (real estate law), Josefine Wolff (restructuring/insolvency law), Dr. Arne Schmieke (IT/data protection; Cologne)
Even pride (Stuttgart): Alexander Euchner, Tobias Schupp (both taxes)
Advisor Butlers shareholder
Loschelder (Cologne): Dr. Frank Heerstrassen, Dr. Sebastian Kalb (both lead), Dr. Marcel Kleemann (all Corporate/M&A), Dr. Simon Kohm (antitrust law), Dr. Martin Brock (employment law); Associates: Thomas MÃ¤user, Dr. André Michels (both Corporate/M&A), Dr. Volker Schoene (IP)
ADKL Abels Decker Kuhfuß & Partner (Dusseldorf): Dr. Thomas Jorde, Tim Blome (both taxes) – known from the market
Gleiss Lutz (Berlin): Christian Steinke – known from the market
background: Home24 SE used CMS for the first time in an M&A transaction. The Berlin partner Stenzel kept in touch with Deputy General Counsel Bredol when he left the law firm for Home24 four years ago.
While the in-house team conducted the negotiations, CMS took on the legal due diligence and structured the transaction. In addition to the exchange of shares, issues related to stock corporations and capital markets had to be clarified, which the Frankfurt CMS team took over.
A multidisciplinary team from Ebner Stolz took on the tax structuring of the transaction as well as the financial and tax due diligence. The law firm had previously worked for the listed online retailer.
Change of consultant in the M&A business
During its start-up phase, Noerr was often seen at Home24’s side, for example in its financing rounds and in the acquisition of the designer furniture supplier Fashion4home. According to JUVE information, Home24 relies on Dr. Jonas Pape and Dr. Thomas Gabler from the Berlin boutique Gabler und Partner. In the case of capital measures – such as the capital increase at the end of 2020 – Sullivan & Cromwell, which also accompanied the IPO, is considered set.
Butlers and their founder Josten have been relying on Loschelder for more than ten years. The Cologne law firm supports the chain of stores and its shareholders on corporate and financing issues, commercial contracts, labor law and trademark law, among other things.