Deutsche Wohnen AG / Key word(s): Offer
15.02.2015 21:20
Dissemination of an Ad-hoc-update according to § 15 WpHG, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
AD-HOC ANNOUNCEMENT PURSUANT TO SECTION 15 OF THE GERMAN SECURITIES TRADING
ACT ('WPHG')
Deutsche Wohnen AG announces voluntary public tender offer in cash for all
outstanding shares in and convertible bonds issued by conwert Immobilien
Invest SE as well as an anticipatory mandatory public offer for all shares
in ECO Business-Immobilien AG
Today, both the management and the supervisory board of Deutsche Wohnen AG
('Deutsche Wohnen') resolved that Deutsche Wohnen will issue a voluntary
public tender offer for a controlling interest ('cash offer') in accordance
with the Austrian Takeover Act for all outstanding shares in conwert
Immobilien Invest SE ('Conwert'), not held by Conwert itself (the 'tender
offer'). Deutsche Wohnen AG plans to pay a tender price of EUR 11.50 in
cash per Conwert share.
The planned offer price represents an approximately 21.5 percent premium
over the volume-weighted average price over the past six months.
The tender offer will extend to Conwert's convertible bonds. During the
offer period Deutsche Wohnen plans to pay a cash offer price of EUR 111,868
per nominal EUR 100,000 convertible bond with maturity date in 2016 and EUR
119,295 per nominal EUR 100,000 convertible bond with maturity date in
2018. During the grace period (Nachfrist) the cash offer price is expected
to amount to EUR 107,376 per nominal EUR 100,000 convertible bond with
maturity date in 2016 and EUR 102,041 per nominal EUR 100,000 convertible
bond with maturity date in 2018.
Conwert's biggest shareholder, the Haselsteiner Familien-Privatstiftung
('HFP'), endorses the offer by Deutsche Wohnen and has committed to
participating in the tender offer with a directly or indirectly held stake
of approximately 19 percent of the issued share capital. Thereby, HFP
reduces its holdings in Conwert to a share of 5.1 percent (fully diluted).
In addition to HFP, the investor Karl Ehlerding as well as other members of
the Ehlerding family will tender the entirety of their shares and options
amounting to 6.6 percent of the outstanding share capital (thereof 1.2
percent in the grace period).
In the event of a successful consummation of the takeover Conwert would
share into the well-established access to substantially more advantageous
refinancing conditions that Deutsche Wohnen enjoys.
The financing of the transaction will be realized by means of a bridge
financing facility of around EUR 900 million provided by participating
banks as well as free liquidity. In the course of 2015, the bridge
financing facility is meant to be fully refinanced by a capital increase.
Deutsche Wohnen will also adhere to its forecast loan-to-value-ratio (LTV)
of approximately 50 percent by year-end 2015.
The tender offer will, among other things, be subject to antitrust approval
in Germany and Austria as well as the statutory minimum acceptance ratio of
50 percent + 1 share of all shares subject to the offer. In accordance with
statutory requirements, the management board of Deutsche Wohnen plans to
release the offer document within the next few weeks. It will include the
precise terms and periods regarding the acceptance of the tender offer. The
offer document will be available online at www.deutsche-wohnen.com under
the Investor Relations tab as well as on the websites of the target company
(www.conwert.com) and the Austrian takeover commission (www.takeover.at).
Simultaneously with the tender offer to the holders of Conwert shares,
Deutsche Wohnen will issue an anticipatory mandatory offer in accordance
with Section 22 et seq of the Austrian Takeover Act (öÜbG) for all
outstanding shares in ECO Business-Immobilien AG ('ECO') of which Conwert
is not the holder. Deutsche Wohnen intends to pay a cash offer price of EUR
6.35 per ECO share.
The objective of the mandatory offer for ECO is to anticipate the legal
obligation for Deutsche Wohnen to issue a mandatory tender offer which
would result from a successful takeover of Conwert. The mandatory tender
offer is subject to the successful consummation of the tender offer
regarding Conwert. In accordance with statutory requirements, the
management board of Deutsche Wohnen plans to release the offer document
within the next few weeks. It will include the precise terms and periods
regarding the acceptance of the tender offer. The offer document will be
available online at www.deutsche-wohnen.com under the Investor Relations
tab as well as on the websites of the target company (www.conwert.com) and
the Austrian takeover commission (www.takeover.at).
Disclaimer
This announcement is for information purposes only and neither constitutes
an invitation to sell, nor an offer to purchase, Conwert or ECO securities.
The final terms and further provisions regarding the public takeover offer
will be disclosed in the offer document once it will have been approved by
the Austrian Takeover Commission (Übernahmekommission). Investors and
holders of Conwert or ECO securities are strongly recommended to read the
offer document and all announcements in connection with the public takeover
offer as they contain or will contain important information.
The offer will be made exclusively under the laws of Austria, especially
under the Austrian Takeover Act ('Takeover Act'). The offer will not be
executed according to the provisions of jurisdictions (including the
jurisdictions of Australia and Japan) other than those of Austria. Thus, no
other announcements, registrations, admissions or approvals of the offer
outside of Austria have been filed, arranged for or granted. Holders of
Conwert or ECO securities cannot rely on having recourse to provisions for
the protection of investors in any jurisdiction other than such provisions
of Austria.
To the extent permissible under applicable law or regulation, and in
accordance with Austrian market practice, Deutsche Wohnen or its brokers
may purchase, or conclude agreements to purchase, Conwert or ECO
securities, directly or indirectly, outside of the scope of the public
takeover offer, before, during or after the acceptance or any additional
acceptance period. This applies to other securities that are directly
convertible into, exchangeable for, or exercisable for Conwert or ECO
securities. These purchases may be completed via the stock exchange at
market prices or outside the stock exchange at negotiated conditions. Any
information on such purchases will be disclosed as required by law or
regulation in Austria or any other relevant jurisdiction.
To the extent any announcements in this document contain forward-looking
statements, such statements do not represent facts and are characterized by
the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim',
'assume' or similar expressions. Such statements express the intentions,
opinions or current expectations and assumptions of Deutsche Wohnen and the
persons acting together with Deutsche Wohnen. Such forward-looking
statements are based on current plans, estimates and forecasts, which
Deutsche Wohnen and the persons acting together with Deutsche Wohnen have
made to the best of their knowledge, but which they do not claim to be
correct in the future. Forward-looking statements are subject to risks and
uncertainties that are difficult to predict and usually cannot be
influenced by Deutsche Wohnen or the persons acting together with Deutsche
Wohnen. It should be kept in mind that the actual events or consequences
may materially differ from those contained in or expressed by such
forward-looking statements.
IR-Contact
Tel. +49-30-89786-5413
ir@deutsche-wohnen.com
15.02.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt am Main
Germany
Phone: +49 (0)30 89786-0
Fax: +49 (0)30 89786-5409
E-mail: ir@deutsche-wohnen.com
Internet: http://www.deutsche-wohnen.com
ISIN: DE000A0HN5C6
WKN: A0HN5C
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich,
Stuttgart
End of Announcement DGAP News-Service
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