OREANDA-NEWS. Charles Vögele Holding AG and Sempione Retail AG jointly announced today that the two companies have entered into a definitive transaction agreement pursuant to which Sempione Retail will launch an all cash public tender offer ("the Offer") for all publicly held bearer shares of Charles Vögele at a price of CHF 6.38 per share (the "Offer Price"). The Offer Price, corresponding to the volume-weighted average price of the last 60 trading days, represents a premium of 2.1% to the closing price of CHF 6.25 on 16 September 2016.

The pre-announcement of the Offer has been issued in the electronic media today and is available at www.sempioneretail.com. A summary of the material terms and conditions of the transaction agreement will be part of Sempione Retail's offer prospectus, which is expected to be published on or about 12 October 2016 and will be available, together with other offer documents as required by law, at www.sempioneretail.com. The main offer period is expected to commence on or about 26 October 2016 and to end on 23 November 2016. The public tender offer is subject to a minimum ownership condition of at least 70% of all Charles Vögele shares that will be issued and outstanding at the end of the possibly extended offer period (including the Charles Vögele shares held by Aspen Trust Services Limited as Trustee of the Elarof Trust, and the treasury shares held by Charles Vögele). In addition, the public tender offer is subject to the approval of all competent regulatory and merger control authorities and other customary closing conditions. Upon completion of the public tender offer, Sempione Retail intends to delist Charles Vögele from the SIX Swiss Exchange.

The Board of Directors of Charles Vögele has examined the Offer carefully. After consultation with the Charles Vögele Group Management and backed by an independent fairness opinion from audit and consultancy firm Ernst & Young AG, the Board of Directors decided unanimously to recommend that shareholders accept the Offer. "We have made substantial progress on Charles Vögele’s turnaround in recent years. However, in light of the latest market developments and the related shakeout of the whole clothing market, the Board believes that a take-over by Sempione Retail and a cooperation with OVS S.p.A. would accelerate the turnaround and the return to profitability,” explains Max E. Katz, Chairman of the Board of Directors of Charles Vögele. “Sempione Retail focuses on the strategic markets Switzerland, Austria, Hungary and Slovenia which offers continued opportunities and improved perspectives for Charles Vögele employees in these countries.”

Christophe Spadone, who has been a member of the Board of Directors of Charles Vögele since the annual general meeting of shareholders 2016 and whose family is a beneficiary of the Elarof Trust, withdrew from all discussions and decision-making relating to the Offer. Christophe Spadone resigned as member of the Board of Directors of Charles Vögele effective as of the settlement of the Offer.

Sempione Retail is a vehicle owned by a consortium consisting of OVS (35%), the financial investor Aspen Trust Services Limited as trustee of the Elarof Trust (20.5%), currently largest shareholder of Charles Vögele, and the retail experienced Retails Investment S.R.L (44.5%).

OVS S.p.A, based in Mestre-Venezia, Italy and listed on the Milan Stock Exchange, is the Italian market leader in apparel retail with a market share of 7.1%, EUR 1.3 billion net sales in fiscal year 2015, a network of more than 800 full format stores and more than 500 kids stores (including about 150 stores abroad) and around 6,500 employees. OVS’s brands include OVS, OVS kids, UPIM and Blukids.

Aspen Trust Services Limited, as the trustee of the Elarof Trust, is currently Charles Vögele’s largest shareholder with a stake of 15.2%. Christophe Spadone’s family is the beneficial owner of Elarof Trust. Mr. Christophe Spadone is a current member of the Board of Directors of Charles Vögele. In addition to its stake in Charles Vögele, Elarof Trust has a 20.5% shareholding in Sempione Retail.

Retails Investment S.R.L., a 44.5% shareholder in Sempione Retail, is owned by the Italian entrepreneurs Jonathan Kafri and Enzo de Gaspari.

Building upon OVS’s successful track record of store network conversions OVS and Charles Vögele will combine the relevant retail apparel expertise. Stefano Beraldo, CEO of OVS, adds: “We have carefully analyzed CharlesVögele’s network and merchandising and we believe that in selected countries and in particular in Switzerland and Austria the quality of the locations and the store size are interesting and aligned with OVS standards. At customer level the present positioning of Charles Vögele, a family brand, and OVS are similar. We believe that customers will be happy to see that the newly converted stores will include a great kids range and a generally broader assortment at a more compelling price positioning. With this transaction, OVS aims to accelerate its internationalization process in two relevant adjacent markets”.

After the successful settlement of the Offer, Sempione Retail would focus of the strategic markets Switzerland, Austria, Hungary and Slovenia and sell Charles Vögele's German business. An agreement with a European retailer has already been signed under which most of the existing network would be sold. Furthermore, conditional upon the settlement of the Offer, Charles Vögele has signed an asset transfer agreement with a third party investor under which Charles Vögele will sell all of its real estate in Switzerland and will lease back parts of it. Expected total gross proceeds of the sale and lease back transaction will amount to approximately CHF169 million. The proceeds from these two transactions will be used to repay a considerable part of the existing syndicated loan.