The responsible competition authorities have unconditionally approved the planned merger of Dorma and Kaba. Therefore the merger, announced at the end of April 2015, should be completed on
1 September 2015. This will create one of the top 3 companies in the world for security and access solutions, with total sales of more than CHF 2 billion (EUR 1.9 billion) and around 16,000 employees in more than 50 countries.
Following the decision by Germany's Bundeskartellamt, the competition authorities in all the relevant countries have now unconditionally approved the planned merger of Dorma and Kaba. This fulfils another key requirement for the merger, announced at the end of April 2015, between Kaba Holding AG, headquartered in Rümlang (Switzerland), and Dorma Holding GmbH + Co. KGaA, the family-owned company based in Ennepetal (Germany). The companies strive to close the transaction on 1 September 2015.
Riet Cadonau, CEO of Kaba and designated CEO of dorma+kaba Group, comments "We are extremely pleased that we will be able to close the transaction only four months after the announcement. This underlines the industrial logic behind the merger as well as the excellent fit between the two companies' product portfolios, geographical presence and value chains." Dr. Hans Gummert, Chairman of Dorma's Supervisory Board and designated member of the Board of Directors of dorma+kaba, says the following: "Both our companies are very well placed to make the merger work. This will benefit all stakeholders – shareholders, customers, business partners and employees."
Formal closure of the transaction comes with entry in the relevant commercial register, which is scheduled to happen on 1 September 2015. This will include the merger under the shared parent company Kaba Holding AG (renamed on closing as dorma+kaba Holding AG), as well as the implementation of the conditional resolutions taken at the Extraordinary General Meeting of Kaba Holding AG on 22 May 2015 with regard to:
The renaming of Kaba Holding AG as dorma+kaba Holding AG. This company will still be listed on the SIX Swiss Stock Exchange (new ticker symbol: DOKA).
Further amendments to the Articles of Incorporation of Kaba Holding AG; in particular the introduction of a formal selective opting out, the provision covering the transfer agreement in the event of a possible change of control, and the removal of the current 5% restriction on share transfers and voting rights.
The election of Stephanie Brecht-Bergen (nee Mankel), Christine Mankel and Dr. Hans Gummert to the Board of Directors of dorma+kaba Holding AG. Thomas Pleines, a member of the Board of Directors of Kaba Holding AG since 2011, will resign from the Board.
In addition, the special CHF 50 per share conditional dividend from capital contribution reserves decided at the Extraordinary General Meeting is being paid to entitled shareholders. The ex-dividend date has been fixed for 23 September 2015, and the distribution date for 25 September 2015.
The Executive Committee designated in July 2015 will also start work when the transaction is complete. Ongoing operational business is one of the top priorities, but integration work will also press ahead as quickly as possible. Once the transaction has closed, the operating units will continue to work unchanged for the time being. All current contact persons will continue to take care of their customers and business partners as before until further notice. The plan is to transition the existing organizational structure to the target structures by 1 July 2016.
Key facts about the merger
The dorma+kaba Group will be one of the top 3 global companies for security and access solutions, with pro forma sales of over CHF 2 billion (EUR 1.9 billion)
Leading range of products and services from a single source thanks to complementary portfolios, value chains and geographical presence in all major markets
Excellent opportunities for growth and significant synergy potential should unlock substantial gains for Kaba shareholders
Special dividend for shareholders of CHF 50 per share
Target figures (after four years, provided economic conditions remain stable): 6% - 7% p.a. organic growth in local currency terms, as well as EBITDA margin of 18%
Dorma's family owners have increased their commitmentin the business by acquiring a 9.1% stake in Kaba Holding AG; together with Kaba's family shareholders they form a strong, long-term anchor shareholder for the combined group. Together, the two groups of family shareholders own 27.3% of the shares
Kaba Holding AG, listed on the SIX as dorma+kaba Holding AG, will hold 52.5% of the combined Dorma and Kaba business, while Dorma's family owners will hold 47.5%