Final result of the voluntary public tender offer for H&R GmbH & Co. KGaA: H&R Holding GmbH secures 77.54% of the shares

28 August 2025

• The settlement of the Offer is expected on 4 September 2025
• H&R Holding GmbH intends to examine the implementation of a delisting offer or a squeeze-out following the successful completion of the Offer

H&R Holding GmbH (the “Bidder”), a company controlled by Nils Hansen, today announced the final result of the voluntary public tender offer for all outstanding shares in H&R GmbH & Co. KGaA (“H&R KGaA”, ISIN: DE000A2E4T77) (the “Offer”).

By the end of the acceptance period on 25 August 2025 at 24:00 hours (Frankfurt am Main local time) the Offer was accepted for a total of 2,949,150 H&R KGaA shares. This corresponds to approximately 7.92% of H&R KGaA shares. Additionally, the Bidder purchased 2.10% of H&R KGaA shares outside of the Offer via the stock exchange during the acceptance period. 77.54% of all outstanding shares of H&R KGaA are therefore now attributed to the Bidder, including the 61.45% of H&R KGaA shares already attributed to Nils Hansen prior to the transaction and 6.06% of H&R KGaA shares attributed to Wilhelm Scholten. Mr. Scholten will indirectly retain the same stake in H&R KGaA. The shareholders of H&R KGaA are thereby supporting the urgently needed transformation of the company.

On 29 July 2025, the Bidder announced to waive the condition subsequent of not reaching the minimum acceptance threshold of 85%. The Offer is not subject to any further conditions. The settlement of the Offer is expected on 4 September 2025.

Following the successful settlement of the Offer, the Bidder intends to examine the possibility of implementing a delisting offer or a squeeze-out, provided this is economically and operationally prudent at the time. This would aim at supporting the necessary transformation of H&R KGaA's German refinery sites outside the stock market environment.

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About H&R GmbH & Co. KGaA

H&R GmbH & Co. KGaA (ISIN DE000A2E4T77), listed in the Prime Standard segment on the Frankfurt Stock Exchange and on the Hamburg and Düsseldorf stock exchanges, is a specialty-chemicals company. It develops and manufactures chemical and pharmaceutical specialty products based on fossil, biomass, synthesized and recycled hydrocarbons and produces high-precision plastic parts.

Further information on H&R KGaA can be found at www.hur.com

About H&R Holding GmbH and Nils Hansen

H&R Holding GmbH is a company controlled by Nils Hansen, which was founded to invest in companies.

Nils Hansen is the longstanding controlling shareholder of H&R GmbH & Co. KGaA. In 1973, at the age of 33, he assumed sole responsibility for the long-established Hamburg trading company Hansen & Rosenthal. In the early 1990s, under his leadership, the Salzbergen refinery site was acquired and converted from pure lubricant production to diversified specialty production. In 2001, the site was merged with the WASAG Chemie AG to form H&R WASAG AG. H&R WASAG AG shares were traded on the stock exchange from July 2002. The company was later renamed H&R AG. The acquisition of the refinery site of Ölwerke Schindler GmbH in the Port of Hamburg in 2004 further accelerated the company’s development into one of the leading producers of oil-based specialty products. In 2015/16, the majority of the China business was contributed and the company was transformed into H&R KGaA. Since the merger in 2001, Nils Hansen has been the largest shareholder of today’s H&R KGaA. His two sons, Niels H. Hansen and Sven Hansen, support him in managing and shaping the future of the H&R Group.

Investor Relations and Press Contact – H&R GmbH & Co. KGaA

Head of Investor Relations / Communication

Ties Kaiser

ties.kaiser@hur.com 

+49 (0)40 43218-321

Press Contact – H&R Holding GmbH

FGS Global

Tanja Dorr

tanja.dorr@fgsglobal.com

+49 (0)160 99 27 1975

Important note

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of H&R GmbH & Co. KGaA. The final terms and conditions of the Offer, as well as other provisions relating to the Offer, can be found in the Offer Document approved for publication by the German Federal Financial Supervisory Authority (BaFin) and the Offer Amendment. Investors and holders of shares of H&R GmbH & Co. KGaA are strongly advised to read the Offer Document and all other documents related to the Offer, as they will contain important information.

The Offer was published solely under the laws of the Federal Republic of Germany and certain applicable provisions of U.S. securities laws. Any contract concluded on the basis of the Offer is subject exclusively to the laws of the Federal Republic of Germany and is to be interpreted in accordance with them.

The Bidder reserves the right, within the limits of legal permissibility, to acquire H&R KGaA shares outside the Offer, either on the stock exchange or off-exchange, directly or indirectly, with such acquisitions or agreements to acquire H&R KGaA shares being conducted in accordance with applicable law. Should such acquisitions occur, they will be published on the internet at www.chem-offer.com in both German and English.

To the extent this document contains forward-looking statements, these are not statements of fact and are identified by the words ‘intend,’ ‘will,’ and similar expressions. These statements reflect the intentions, assumptions, or current expectations and assumptions of the Bidder and the persons acting in concert with it. Such forward-looking statements are based on current plans, estimates, and projections made to the best of the Bidder’s knowledge and those acting in concert with it, but do not constitute a guarantee of their future accuracy (this is particularly true for circumstances beyond the control of the Bidder or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and generally beyond the control of the Bidder or the persons acting in concert with it. It should be considered that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it may change their intentions and assessments expressed in documents or communications or in the Offer Document or in the Offer Amendment after the publication of the documents, communications, or the Offer Document or the Offer Amendment.