EANS-Adhoc: Valora Holding AG / Valora to buy highly profitable Ditsch/Brezelkönig group of companies - unique opportunity for strategically significant acquisition - strong anchor shareholder secured

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Valora to buy highly profitable Ditsch/Brezelkönig group of companies
- unique opportunity for strategically significant acquisition -
strong anchor shareholder secured for Valora

25.09.2012

Valora to buy highly profitable Ditsch/Brezelkönig group of companies
- unique opportunity for strategically significant acquisition -
strong anchor shareholder secured for Valora

- Acquisition of Ditsch/Brezelkönig gives Valora additional retail
format with leading position in German and Swiss markets - Focused
product range and extension of Valora's outlet portfolio ideally
complement the Group's retail formats in Germany and Switzerland -
Current owner's assumption of anchor shareholder role ensures
long-term commitment to Valora - seat on Valora Board planned - Focus
on "Valora for a fast moving world" approach, enhancing the Group's
retail profile and sustainably increasing the profitability of the
network of more than 3,000 outlets it now operates in four countries

Acquisition of Ditsch/Brezelkönig gives Valora additional retail
format with leading position in German and Swiss markets

Through its acquisition of Ditsch Brezelbäckerei GmbH and Brezelkönig
GmbH & Co KG, Valora has gained an additional small-outlet-retail
format with a network of 230 sites in Germany and Switzerland. This
company, which has been family-owned and family-managed for three
generations, generates annual sales of some CHF 190 million, on which
it earns a highly profitable EBIT margin of more than 14 percent and
an EBITDA margin of some 20 percent. For Valora, the firm's
integrated business model - based on the production and distribution
of lye-bread bakery products and an outstanding network of outlets
operated by agent-managers - provides an ideal opportunity to enter
into the attractive and rapidly expanding immediate-consumption food
product market. The nationwide coverage arising from the firm's 195
Ditsch outlets in Germany and the strong brand recognition achieved
by its 35 Brezelkönig sites in Switzerland provide significant scope
for further expansion. Both parties have agreed that the purchase
price will remain confidential (7-9x EBITDA multiple).

Valora's Board commissioned a recognised, independent firm of
auditors to evaluate the terms of the transaction, which this firm
has assessed as being fair and appropriate.

A portion of the consideration, amounting to some CHF 100 million,
will be paid in Valora shares. To that end, Valora will issue 635,000
new shares of authorised share capital to the vendor, Peter Ditsch.
Once the transaction is complete, this will result in Peter Ditsch
becoming the anchor shareholder in Valora, with 18.5% of the
company's outstanding shares. Valora will finance the remainder of
the purchase price by drawing on a new CHF 450 million syndicated
loan facility, which will replace its current CHF 300 million
arrangement. The divestments Valora has already announced - the
Handelshaus building in Muttenz and Valora Services Austria - will
provide the Group with additional financial headroom. Completion of
the transaction requires approval by the Bundeskartellamt, Germany's
independent competition authority, which is expected during the
fourth quarter of 2012.

Focused product range and extension of Valora's outlet portfolio
ideally complement the Group's retail formats in Germany and
Switzerland

The newly acquired outlets provide an ideal extension to Valora's
existing retail network. Many of the sites are located at public
transport hubs which generate substantial sales volumes.
Specialisation in a limited number of product groups - Ditsch is
noted for its specialist lye-bread baking expertise - the firm's
highly automated processes and the ease with which the products can
be handled at the individual outlets all contribute to ensuring that
a high level of floorspace productivity is achieved and that the
products they sell are both very fresh and of high quality. The new
format ideally complements the concepts Valora is already deploying
and will create numerous synergies and opportunities for raising
efficiency levels. The new firm's product-range know how and the high
quality of its products will also help Valora's existing outlets to
raise the proportion of their total sales they generate from food. In
future, all possible approaches to enhancing Valora's existing outlet
portfolio will be examined, and the Group will establish additional
sites as well. Ditsch is also a popular supplier of individual-sized
frozen baked goods to the food retail and wholesale sectors. The
firm's focused specialisation on lye-bread products and its efficient
production processes are very appealing both to Valora's own Retail
division and third party specialist retailers, thus paving the way
for further international expansion. The fact that it operates its
own production facilities also enables the firm to be extremely
flexible, both in reacting to changing consumer preferences and in
developing new, exclusive products.

Current owner's assumption of anchor shareholder role ensures
long-term commitment to Valora - seat on Valora Board planned

Integration of the newly acquired company into Valora's existing
operations will not require any major modifications.
Ditsch/Brezelkönig will become part of Valora's Retail division, but
will operate with its current lean and efficient organisational
structure as a business unit in its own right, reporting directly to
the Group CEO. The entire management team will remain with the firm,
thus ensuring that know how is maintained and that there is a smooth
transition from its current status as a family-owned company to that
of a business unit within an exchange-listed group. Overall
management responsibility for the Ditsch/Brezelkönig business will be
assumed by Thomas Eisele, who has hitherto worked as Valora's Head of
Corporate Business Development and has many years of M&A and
management experience, as well as significant retail expertise. Once
the transaction is completed, Peter Ditsch, the current owner and
Managing Partner of Ditsch Brezelbäckerei GmbH, will switch from
operational to strategic leadership duties and will also become a
significant anchor shareholder in Valora. This move on Peter Ditsch's
part underscores his intention of making a long-term commitment to
the Valora Group. At the Annual General Meeting of shareholders in
April 2013, Valora's Board of Directors will recommend that Peter
Ditsch be elected to join its ranks as an additional Board member.
Klaus Stahl, the current Managing Director of Brezelkönig
Switzerland, of which he is also a co-owner, will assume new,
overarching responsibilities in business development.

Focus on "Valora for a fast moving world" approach, enhancing the
Group's retail profile and sustainably increasing the profitability
of the network of more than 3,000 outlets it now operates in four
countries

This latest acquisition, which extends the list of purchases the
Group has carried out over the last 24 months, completes the
implementation of the successful Valora 4 Growth strategy. The firm
will now concentrate on a "Valora for a fast moving world" approach,
whose primary focus is on sustainably raising its profitability.
Since the beginning of this year, Valora's Board has, with the help
of UBS as a financial advisor, carried out a detailed evaluation of
this transaction. Based on that analysis, the Board is convinced that
this strategically significant step has enabled the Group to achieve
a major milestone in its development. The Ditsch/Brezelkönig
acquisition also provides Valora with an excellent opportunity
further to raise its retail profile through a network which now
comprises more than 3,000 outlets in four countries.

Options for repositioning Valora's Services division so as to reduce
dependence on the press market will be evaluated. Valora Trade will
continue to operate as a European distributor of fast-moving consumer
goods and intends to sharpen its focus on categories with
above-average growth rates.

In its current financial year, Valora expects to generate operating
earnings of some CHF 65-70 million. The Group intends to maintain its
shareholder-friendly dividend policy, with a pay-out ratio in line
those in recent years.

Summing up the transaction, Rolando Benedick, Valora's Board Chairman
and CEO said, "The purchase of Ditsch/Brezelkönig is an ideal modular
match for our existing outlet formats and meets all our requirements
for a successful future."

*PRESS CONFERENCE*********************************************** We
are pleased to invite you to attend today's press conference on the
Ditsch/Brezelkönig acquisition. This will take place at our Muttenz
headquarters:

Date/time: 25.9.12, 11.30 drinks / conference commences at 12.30
Venue: Hofackerstrasse 40, 4132 Muttenz
Speakers: Rolando Benedick, Peter Ditsch, Thomas Eisele, Lorenzo Trezzini

A presentation containing further details of the transaction is
available for download on www.valora.com
http://www.valora.com/en/media/newsinformation/news_00474.php
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Ditsch/Brezelkönig key metrics, expected 2012

Germany Switzerland Total
Sales(in CHF miollion) 140 50 190
through own retail channels 56% 95% 65%
3rd party retailser 44% 5% 35%
Outlets 195 35 230
Staff 510 85 595
Production facilities 2 1 3

Overview of Valora Retail's outlet network

CH DE Lux AT Total
k kiosk 918 107 70 1'095
P&B 25 175 10 210
tabacon 72 72
avec. 105 105
CC (various formats) 1'274 1'274
Caffè Spett. 39 39
Ditsch 195 195
Brezelkönig 35 35

TOTAL 1'122 1'823 70 10 3'025

+++++++ Peter Ditsch, born 1956, German citizen, Managing Partner
Current activities: Managing Partner, Brezelbäckerei Ditsch GmbH
(since 1985); Founding Partner and Managing Director, Ditsch Ltd
(UK); Member of the Board of Trustees of the Stiftung Tumorforschung
Kopf-Hals (in English, "Head and Neck Tumour Research Foundation")
(since 1993), Treasurer and Supervisory Board member since 2001;
Member of the Plenary Session of the German Chambers of Commerce and
Industry (since 2004); Supervisory Board member, Mainzer Volksbank eG
(2005).

Thomas Eisele, born 1974, Swiss citizen, master's degree in Political
Science from the University of Basel Previous activities: Assistant
Executive Chairman, Valora Holding; Assistant Executive Chairman,
Projects, Manor Group; CFO/COO itheca Group; management consultant
with MCS. Current position at Valora: Head of Business Development /
M&A since 2008.

*CONFERENCE CALL************************************************
Valora Telephone Conference - Analysts' and Media Conference
on Ditsch GmbH acquisition
Tuesday, September 25, 2012 | 16:00 CET (English)

Rolando Benedick, CEO and Chairman of Valora Holding AG, Thomas
Eisele, Managing Director Ditsch / Brezelkönig, and Lorenzo Trezzini,
CFO, will provide information about the transaction during a
telephone conference.

To participate in the conference: please call the following number
(please call 10 to 15 minutes before the stated starting time):

+41 (0) 91 610 56 00 (Europe)
+44 (0) 203 059 58 62 (UK)
+1 (1) 866 291 41 66 (USA - toll-free)
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Valora - Valora is an independent consumer-goods trading company
operating on a Europe-wide scale (www.valora.com). - Valora runs
three separate business divisions, all operating in high-volume
consumer goods markets. The Group's activities are focused on those
European markets where modern, mobile lifestyles have become
widespread.

Retail division Market leader in small-outlet and micro-outlet
convenience retail, operating a range of standardised formats at
heavily frequented locations.

Services division Market leader in the distribution of press products
to the Group's own outlets and third party retail. The division also
runs a press and retail goods wholesaling business.

Trade division Exclusive distributor of branded food and non-food
consumer goods to the retail sector.

- Valora's Retail division comprises more than 3,000 kiosks,
convenience stores and gastronomy outlets (see outlet overview). -
Valora Retail is Switzerland's leading small-outlet and micro-outlet
retailer. The division operates the following standardised-format
brands: k kiosk, avec., Press & Books, Caffè Spettacolo. - With its
P&B stores, Valora Retail Germany is the leading bookseller at German
railway stations and airports. The firm also operates a network of
specialist tobacco and press outlets, mostly located in shopping
centres and department stores.

- Ditsch Gmbh: The company, which has been family-owned and
family-run for three generations, has been producing traditional
lye-bread baked goods for over 90 years and is a specialist maker of
frozen dough products. For more than 10 years, Ditsch has also
produced ready-baked frozen speciality products. Today, the company
employs some 500 staff. The firm's main production site and
administrative headquarters are in Mainz, with a further production
facility in Oranienbaum. With 195 outlets at heavily frequented
sites, principally located at public transport hubs and in shopping
centres, Ditsch has a comprehensive market presence across Germany
and is known nationwide. As the market leader in lye-bread products,
the company is also a trusted and established supplier to third-party
retailers. www.ditsch.de.

- Brezelkönig: In May 1996, this Swiss lye-bread specialist baker
commenced production in the heart of Central Switzerland. In January
2000, Brezelkönig was acquired by Peter Ditsch. Brezelkönig GmbH & Co
KG remains an autonomous company with its own corporate identity. In
Switzerland, the company sells its popular take-away products,
ranging from savoury pretzels to lye-bread baguette sandwiches with
high-quality fillings, at 35 outlets located at busy, heavily
frequented sites. www.brezelkoenig.ch

Further inquiry note:
Investor Relations: Tel: +41 58 789 12 20
Mladen Tomic E-Mail: mladen.tomic@valora.com

Media Relations: Tel: +41 58 789 12 01
Stefania Misteli E-Mail: stefania.misteli@valora.com

end of announcement euro adhoc
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issuer: Valora Holding AG
Hofackerstrasse 40
CH-4132 Muttenz
phone: +41 61 467 20 20
FAX: +41 58 789 12 12
mail: info@valora.com
WWW: www.valora.com
sector: Retail
ISIN: CH0002088976
indexes:
stockmarkets: Main Standard: SIX Swiss Exchange, stock market: BX Berne eXchange
language: English