Cube Invest GmbH
Cube Invest: Fairness Opinion by Hohlbein/Proschofsky Concerning the Acquisition Offer for conwert
Cube Invest GmbH / Key word(s): Statement/Offer Cube Invest: Fairness Opinion by Hohlbein/Proschofsky Concerning the Acquisition Offer for conwert Peter Hohlbein and Alexander Proschofsky were candidates to serve as Board members as the representatives of the free shareholders at conwert’s 2014 Annual General Meeting. The clear majority vote at this assembly in favor of Peter Hohlbein and Alexander Proschofsky was only prevented by the Chairwoman of the Board of Directors who arbitrarily excluded 5.5 million votes from being counted. This blocking of voting rights was recently judged to be unlawful by the Austrian Takeover Commission. With high likelihood this decision will result in the two being retroactively instated as members of the Board of Directors. As the lawfully elected representatives of the free shareholders, Peter Hohlbein and Alexander Proschofsky submit the following assessment of the takeover offer made by Deutsche Wohnen:
The catalogue of strategic measures (reduction to focus on core regions, reduction of its commercial portfolio, revision of its financing structure) that conwert has now presented largely meets our demands and the work program that we proposed as members of the Board of Directors when we sought election back in May 2014 and have since been demanded by many shareholders. We also see further value potential in balance sheet recognition, strengthening the management – also in Germany, the proper incentivizing of its management and the transformation of conwert into a company with clear and impeccable Corporate Governance structures. In this connection, we appeal to the Chairwoman of the Board of Directors, Kerstin Gelbmann, to respect the recent decision made by the Takeover Commission and to immediately appoint us as legally elected members of the Board rather than wasting more of the shareholders’ money on pointless legal means. We consider the conwert share to be worth at least EUR 13.50 per share in its current condition and on a standalone basis. We also feel that Deutsche Wohnen would be a good partner for conwert. Nevertheless, the price offered of EUR 11.50 per share is definitely too low; therefore we are unable to recommend that shareholders accept this offer. If the current work program and the other measures we are demanding are carried out, there is really no reason why the share price should not either match or exceed the prices of peer group companies in accordance with EPRA NAV. Investor and press contact:
2015-03-31 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de |
339491 2015-03-31 |