Fair Value REIT-AG
Fair Value REIT-AG: DEMIRE Deutsche Mittelstand Real Estate AG announces voluntary public takeover offer for Fair Value REIT-AG
Fair Value REIT-AG / Key word(s): Offer 31.07.2015 08:42 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad hoc notification pursuant to Section 15 of the German Securities Trading Act (published on 31 July 2015) DEMIRE Deutsche Mittelstand Real Estate AG announces voluntary public takeover offer for Fair Value REIT-AG Fair Value REIT-AG Leopoldstraße 244 80807 Munich Germany WKN: A0MW97 ISIN: DE000A0MW975 Munich, 31 July 2015. DEMIRE Deutsche Mittelstand Real Estate AG ("DEMIRE") intends to launch a voluntary public takeover offer for all outstanding shares of Fair Value REIT-AG ("Fair Value") and to offer two (2) shares in DEMIRE as consideration for one (1) share in Fair Value. Upon the successful consummation of the takeover offer, a real estate group with a portfolio of commercial real estate with a value of about EUR 1 billion will be created. With regard to the intended takeover offer, Fair Value entered into a business combination agreement with DEMIRE setting forth the cornerstones of the transaction, the support of the transaction by Fair Value under certain conditions and the mutual understanding regarding the future business co-operation between Fair Value and DEMIRE. In the business combination agreement, DEMIRE has assumed the obligation to use its reasonable best efforts to procure that the REIT status of Fair Value is not endangered as a result of the takeover offer as long as Fair Value is organized as a REIT under its articles of association. The chairman of Fair Value's supervisory board, Mr. Rolf Elgeti, and the deputy chairman of Fair Value's supervisory board, Dr. Oscar Kienzle, informed Fair Value that the subsidiaries of Obotritia Capital KGaA, of which Mr. Rolf Elgeti is the personally liable shareholder, and Kienzle Vermögensverwaltungs GmbH, which is attributable to Dr. Oscar Kienzle, contractually committed to accept the takeover offer for the Fair Value shares held by them (approx. 23.21%). After reception of the offer document that will be published by DEMIRE, the management board and the supervisory board will provide a statement as to this offer pursuant to their statutory duties. Subject to the review of the offer document and the final review of the fairness of the exchange ratio, the management board and the supervisory board of Fair Value intend to support the intended takeover offer on the basis of the business combination agreement. The Management Board - End of the notification - 31.07.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Fair Value REIT-AG Leopoldstraße 244 80807 München Germany Phone: +49 (0)89 9292 815-01 Fax: +49 (0)89 9292 815-15 E-mail: info@fvreit.de Internet: www.fvreit.de ISIN: DE000A0MW975 WKN: A0MW97 Indices: RX REIT All Share Index, RX REIT Index Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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