EANS-Adhoc: Fosun Industrial Holdings Ltd purchases majority stake in Wolford AG, commits to subscribe for a capital increase of EUR 22 million, and intends launching a takeover offer

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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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WOLFORD AG with new strategic core shareholder

Mergers - Acquisitions - Takeovers
01.03.2018

Bregenz - 1 March 2018. Wolford AG announces the completion of the signing of
agreements on 1 March 2018 as follows. The intention of signing such agreements
was published by means of dissemination of inside information on 1 March 2018,
10:34.

Fosun Industrial Holdings Limited (Fosun) concluded an agreement for a purchase
of a majority stake in Wolford AG (2.543.694 shares, approx. 50.87% of the total
share capital of Wolford AG) with the main shareholder group (WMP Familien-
Privatstiftung, Sesam Privatstiftung and M. Erthal & Co.
Beteiligungsgesellschaft m.b.H. as well as related parties). The purchase price
amounts to EUR 12.80 per share. The closing of the share purchase agreement is
subject to the fulfilment of certain conditions precedent including, in
particular, clearance by the competent merger control authorities. Upon closing
of the purchase, Fosun will be the new strategic majority shareholder of Wolford
AG.

To strengthen Wolford AG's financial structure, Wolford AG and Fosun agreed on a
cash capital increase, with shareholders' subscription rights being maintained,
which shall provide EUR 22,000,000 of fresh equity to Wolford AG. The intended
capital increase requires a resolution by the general meeting. Subject to
closing of the share purchase and of a takeover offer, Fosun committed to
subscribe for a cash capital increase of Wolford AG from EUR 36,350,000 by EUR
12,495,312.50 to EUR 48,845,312.50 by issue of 1,718,750 new shares for an issue
price of EUR 12.80 per new share. This commitment includes the subscription of
new shares to the extent that shareholders of Wolford AG do not exercise their
subscription rights in full. The maximum cash contribution by Fosun hence
amounts to EUR 22,000,000.

The closing of the share purchase agreement and the general meeting that shall
resolve on the cash capital increase are intended to take place in May 2018. The
general meeting will be convened after clearance of Fosun's share purchase by
the competent merger control authorities.

In connection with the share purchase agreement Fosun also informed Wolford AG
about its intention to launch an anticipatory mandatory takeover offer to the
remaining shareholders of Wolford AG in accordance with § 22 of the Austrian
Takeover Act. The takeover shall be subject to the closing of the share purchase
agreement.
The price per share in the takeover offer will be set in accordance with
applicable takeover law. The price will amount to the weighted average stock
exchange price of the last six months of EUR 13.67 per share. Therefore, the
purchase price per share in the takeover offer will exceed the price per share
as set forth in the share purchase agreement.

Fosun, being a multinational, has invested in several fashion and luxury brands
including the German fashion company Tom Tailor, the Greek jewellery company
Folli Follie, and the French luxury label Lanvin (transaction yet to be
completed).

"We welcome the entry of a financially strong core shareholder which is
experienced in the luxury sector and will enhance our access to Asian markets",
emphasis Axel Dreher, CEO of Wolford, "this confirms the reputation of our brand
and its growth opportunities." Brigitte Kurz, CFO of Wolford, points out: "The
capital increase will strengthen our long-term capital base and our liquidity.
This enables us to accelerate the development of our promising online business
and the redesigning of our market appearance. "

Further inquiry note:
Wolford AG
Maresa Hoffmann
Investor Relations & Corporate Communications
Tel.: +43 5574 690 1258
[email protected] | company.wolford.com

end of announcement euro adhoc
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issuer: Wolford Aktiengesellschaft
Wolfordstrasse 1
A-6900 Bregenz
phone: +43(0) 5574 690-1268
FAX: +43(0) 5574 690-1219
mail: [email protected]
WWW: http://company.wolford.com
ISIN: AT0000834007
indexes: ATX GP
stockmarkets: New York, Wien, Frankfurt
language: English

ORIGINAL APA-OTS TEXT - THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO THE EXCLUSIVE RESPONSIBILITY OF THE ISSUER | EAE

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