Ad hoc announcement pursuant to Art. 53 KR – December 22, 2021

The addition of Hoffmann SE gives the SFS Group a strong international position in the attractive area of quality tools. The two companies have been collaborating successfully for many years and share a similar value proposition and corporate values. Both are positioned as leading providers in their respective industries. Their decision to join forces marks a milestone and opens up major development opportunities for both. The Board of Directors and Group Executive Board of the SFS Group will be strengthened with key individuals from Hoffmann. Hoffmann SE generates around EUR 1.0 billion in sales in 2021 with a workforce of approximately 3,000 employees.

Headquartered in Munich (Germany) Hoffmann SE has around 3,000 employees and is on site in over 50 countries. It generates sales of approximately EUR 1.0 billion (excluding Contorion) in 2021. Hoffmann is a leading international systems partner for quality tools that is well-known on European markets and serves more than 100,000 customers with a prod-uct range comprising around 500,000 items. Customers appreciate not only the company’s comprehensive range of products but also its high level of product and logistics expertise. The commissioning of the new LogisticCity, an approx. 100,000 m² facility in Nuremberg (Germany) that is Europe’s most high-performance logistics center for quality tools, will strengthen the company’s competitive position even further. Like SFS, Hoffmann is a family-run business with a 100-year history. This transaction does not include Contorion, the eCommerce subsidiary of Hoffmann SE, which is geared toward a different customer segment.

SFS and Hoffmann have been collaborating successfully for many years
The partnership between SFS and Hoffmann SE began with quality tools more than 20 years ago and they have worked together ever since to carve out a leading position on the Swiss market. As family-oriented companies, both SFS and Hoffman share a similar value proposition, corporate values and culture as well as a long-term orientation. This common foundation has been pivotal to the collaboration’s success since day one.

Strong international position in the quality tools industry
Both of the companies are positioned as leading providers in their respective industries and have highly competent, loyal, committed employees whose efforts are consistently focused on meeting customers’ needs. The decision of the companies to join forces marks a milestone and opens up attractive development opportunities for both based on their complementary positioning. Together, the two companies can leverage advantages with respect to digitalization, logistics, software and purchasing. In addition, SFS will gain access in the medium term to the new LogisticCity in Nuremberg (Germany), Europe’s largest tool logistics center, for its Distribution & Logistics and Fastening Systems segments. This will enable it to more fully serve customers’ needs in the future.

The extensive cross-selling potential opened up through the combination of Hoffmann and SFS gives rise to additional growth prospects, as well. In the medium term, Hoffmann’s existing customers will gain access to SFS’s expertise in the areas of mechanical fastening systems and electronic procurement solutions.

“SFS’s trading business is already a leader on the Swiss market and by joining forces with Hoffmann SE, Europe’s leading systems partner, it now also gains an international dimension in one fell swoop. A quantum leap for SFS in terms of market position and size! Going forward, this will enable SFS to offer its Swiss customers the same range of products and the same high level of service and logistics expertise that they have grown accustomed to, but at the international level, as well. We follow our customers,” says Jens Breu (CEO of the SFS Group).

Creation of authorized capital at the Extraordinary General Meeting to partially finance purchase price
The current owners will contribute 100% of the shares of Hoffmann SE to the SFS Group. A portion of the purchase price will be paid in the form of SFS shares, which will transform the current owners into substantial shareholders of SFS. To that end, the Board of Directors of SFS Group AG will request the creation of authorized capital in the amount of no more than CHF 160,000 (corresponds to no more than 1,600,000 shares) at the Extraordinary General Meeting on January 31, 2022. The capital increase will be performed under the exclusion of subscription rights for existing shareholders. The founding families of SFS, Huber and Stadler/Tschan, will continue to hold more than 50% of SFS shares once the capital increase has been completed. The transaction will have a positive impact on earnings per share from the first year on.

Dr. Peter Bauschatz elected to the Board of Directors of SFS Group AG
The Board of Directors of SFS Group AG will request at the Ordinary General Meeting on April 27, 2022, that shareholders elect Dr. Peter Bauschatz, currently Chairman of the Supervisory Board of Hoffmann SE, to SFS’s Board of Directors.

Appointment of Martin Reichenecker as a member of the Group Executive Board of SFS Group AG
Hoffmann will be incorporated into the SFS organization as the second division within the Distribution & Logistics segment. Hoffmann’s current Chairman of the Executive Board, Martin Reichenecker, will join the Group Executive Board of SFS when the transaction is completed.

Hoffmann’s inclusion at the shareholder, Board of Directors and Group Executive Board levels at SFS establishes continuity and the basis for successful future development. “Hoffmann SE will continue to systematically pursue the strategic path it has already set out upon. The new constellation with SFS will also be beneficial not only for our customers, but for both companies, such as through the use of SFS’s expertise in the areas of mechanical fastening systems and electronic procurement solutions,” comments Martin Reichenecker (Chairman of the Executive Board of Hoffmann SE).

The parties have agreed not to disclose the financial terms. The transaction, the election of Dr. Peter Bauschatz and the appointment of Martin Reichenecker are subject to the usual closing conditions. The transaction is expected to be concluded in the first half of 2022.

The CEO and CFO of SFS Group AG will present Hoffmann SE as well as the new pro-spects that arise through the company’s inclusion into the SFS Group during two video webcasts that will be broadcast today, December 22, 2021. This will be followed by a Q&A session:

Media representatives: 9:00 – 10:00 am (in German)
https://services.choruscall.com/mediaframe/webcast.html?webcastid=TIyvXm7a
Participants may call the following numbers, 10–15 minutes before conference start:
Switzerland / Europe: +41 (0) 58 310 50 00
United Kingdom: +44 (0) 207 107 06 13
United States: +1 (1) 631 570 56 13

Analysts and institutional investors: 10:30 – 11:30 a.m. (in English)
https://services.choruscall.com/mediaframe/webcast.html?webcastid=2GSPeSyu
Participants may call the following numbers, 10–15 minutes before conference start:
Switzerland / Europe: +41 (0) 58 310 50 00
United Kingdom: +44 (0) 207 107 06 13
United States: +1 (1) 631 570 56 13