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BayWa AG starts implementing its transformation concept and sells RWA stake

  • Aerial view of the RWA centre in Korneuburg
    RWA headquarters in Korneuburg, Austria: As part of its transformation, BayWa AG is selling its shares in RWA. The two companies entered into a strategic alliance in 1999. © RWA AG, Reprint free of charge
  • BayWa AG agrees on a detailed transformation concept with key financing partners and major shareholders and realises initial measures.
  • Sale of the RWA stake to be completed by the end of the first quarter of 2025.
  • BayWa's major shareholders undertake to secure a planned capital increase with a volume of €150 million.
  • Standstill agreement with financial creditors extended until 30 April 2025.
  • Agreement on the content of a long-term reorganisation agreement with financing partners and major shareholders, which will be legally concluded by the end of April 2025 at the latest.

BayWa AG is selling its shares in the Austrian company RWA Raiffeisen Ware Austria AG (RWA AG). The 47.53 per cent stake plus one share will thus be transferred to an affiliated company of RWA Raiffeisen Ware Austria Handel und Vermögensverwaltung eGen (RWA eGen). The latter already holds 49.99 per cent of RWA AG as well as a majority stake in Raiffeisen Agrar Invest AG, one of BayWa AG's two major shareholders. The sale is subject to the approval of the antitrust authorities. In addition, the fairness opinion, which is already available in draft form, still has to be finalised. This opinion confirms the appropriateness of the purchase price of EUR 176 million. 26 million of this purchase price will be used by BayWa AG to partially repay a loan liability to RWA AG. 

RWA (Raiffeisen Ware Austria) operates as a producer, service provider and retailer in the business areas of agriculture, technology, energy, building materials and home & garden. As the umbrella organisation of the Austrian Lagerhaus cooperatives, RWA provides them with a comprehensive range of services in the aforementioned areas. In addition, it operates a large number of holdings and subsidiaries in Austria and selected Eastern European countries. It has had a strategic alliance with BayWa AG since 1999 in the form of a cross-shareholding.

Become more competitive in operational terms, substantially reduce debt 

The sale of key international shareholdings such as RWA AG is part of the comprehensive transformation concept that BayWa AG presented at the end of November and has now agreed on with its key financing partners and the two major shareholders. It contains detailed measures through which BayWa intends to restructure itself independently by the end of 2027. The measures in the transformation concept will improve the operating result and reduce debt. 

Issue of new BayWa shares planned 

As a further measure to improve its financial strength, BayWa is planning a cash capital increase with subscription rights for the coming year. The volume of the proceeds is expected to amount to €150 million. BayWa's two major shareholders, Bayerische Raiffeisen-Beteiligungs-AG (BRB) and Raiffeisen Agrar Invest AG (RAI), have undertaken to secure this volume. The details of the capital increase, in which all BayWa shareholders can participate, will be determined by the company in the course of the first quarter of 2025.

Existing standstill agreement extended 

Almost all of the roughly 300 financial creditors support BayWa AG's reorganisation efforts. Before the turn of the year, the company reached an agreement with its main financing partners and the two major shareholders BRB and RAI on the content of a long-term reorganisation agreement until 2027. This should be legally finalised by the end of April 2025 at the latest. 

The existing standstill agreement with the financial creditors was extended until 30 April 2025. BayWa assumes that new financing agreements will also come into effect by the end of April at the latest, which will then regulate the reorganisation of financing until 2027.

Additionally, BayWa r.e.’s shareholders are engaged in advanced but not yet finalized discussions regarding a potential capital increase for the company. This could lead to a change of control in favour of EIP (Energy Infrastructure Partners). Negotiations remain open-ended, with the parties aiming for an agreement by the first quarter of 2025.

 

More information is available at www.baywa.com/en/press.
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