The Print Wire
Other news from the industry
Jun 11, 2014
Heidelberg invests in digital packaging printing
  • Full acquisition of Gallus Holding AG, Switzerland
  • Capital increase against contribution in kind by up to 23,000,000 shares from authorised capital by contribution of the stake in Gallus Holding AG held by Ferd. Rüesch AG
  • Strategic cooperation of the two companies reaches next level
  • Ferdinand Rüesch becomes new anchor investor of Heidelberg
  • Enhanced capital structure as starting point for portfolio adjustments
The management board (Vorstand) of Heidelberger Druckmaschinen AG (Heidelberg) has resolved with the approval of the supervisory board (Aufsichtsrat) to carry out a capital increase against contribution in kind from authorised capital with the exclusion of the subscription rights. For such purpose, Ferd. Rüesch AG, Switzerland, a company controlled by Ferdinand Rüesch, will contribute its 70 % stake in Gallus Holding AG, Switzerland, as contribution in kind into Heidelberger Druckmaschinen AG against the issue of new shares. After the completion of the transaction, Heidelberg will directly and indirectly hold 100 % of the shares in Gallus Holding AG. Gallus is a leading supplier in the packaging industry for labels and folding boxes. In 2013, the Group generated a turnover of CHF 188 million with approx. 500 employees.

The planned complete takeover of Gallus Holding AG accelerates the development and use of Heidelberg's digital products in the growing labels sector. In fall this year, Heidelberg and Gallus will be unveiling a new digital printing system for the label market that incorporates Fujifilm technology. By acquiring approx. 9 percent of Heidelberg shares in consideration for the Gallus stake, Ferdinand Rüesch will also become a new strategic anchor investor of the company. At the same time, Heidelberg is strengthening its capital structure, which will support the company's strategic reorientation.

"We are very proud to have won Ferdinand Rüesch as anchor investor with long-standing sector knowledge," said Heidelberg CEO Gerold Linzbach. "The full acquisition of Gallus will further enhance the cooperation of the two companies. Together, we will continue to foster the development in the growing market for digital label production."

Capital increase against contribution of stake in Gallus Holding AG held by Ferd. Rüesch AG
Heidelberg undertakes, in consideration for the holding in Gallus Holding AG that will be contributed by Ferd. Rüesch AG, to issue up to 23,000,000 new shares and make a cash payment in the amount of a single-digit EUR million sum. The amount of the consideration depends, inter alia, on the further performance of the price of the Heidelberg share until the capital increase is notified. The face value of the new shares will amount to at least EUR 2.70 per new share of the company. The registration of the capital increase against contribution in kind is, subject to approval by the antitrust authorities, expected to take place in July this year. Ferd. Rüesch AG undertakes to hold the acquired shares until 31 July 2015.

Through the capital increase against contribution in kind from authorised capital, the share capital of the company will be increased by up to EUR 58,880,000.00 to EUR 659,040,714.24 with partial utilisation of the authorised capital. 

"Both, the enhanced capital structure and the operative synergies will create the room required to further enhance the product and service range of both companies," said Dirk Kaliebe, CFO at Heidelberg. "This is the starting signal for the profit focused alignment of our portfolio and the steps required in this context."

Images and further company information are available at www.heidelberg.com and www.gallus-group.com.
 
Other dates:
The figures for the financial year 2013/2014 are due to be published on June 11, 2014.

The Heidelberg Annual General Meeting will take place on July 24, 2014.
 
PrintCAN on Twitter@PrintCAN
North Island Publishing PrintCAN Print Jobs Canada’s Estimators' & Buyers' Guide MastheadOnline Print World 2010 Design City
Graphic Monthly Print Equipment gutenbergs' guide COPA industrial print