Vonovia SE

M&A Activity • Dec 1, 2014

News Details

Takeover Bids | 1 December 2014 07:00

Takeover Offer ;

Target company: GAGFAH S.A.; Bidder: Deutsche Annington Immobilien SE

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder 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 TO DO SO WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAWS OF SUCH JURISDICTION

Publication pursuant to sec. 10 para. 1 in conjunction with sec. 29 paras.

1, 34 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder:

Deutsche Annington Immobilien SE

Münsterstraße 248

40470 Düsseldorf

Germany

registered in the commercial register of the local court of Düsseldorf

under HRB 68115

ISIN: DE000A1ML7J1

Target company:

GAGFAH S.A.

2-4, Rue Beck

L-1222 Luxembourg

Grand Duchy of Luxembourg

registered in the Luxembourg register of commerce and companies under

B109526

ISIN: LU0269583422

The offer document will be published on the internet following clearance by

the German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht) at:

http://www.deutsche-annington.com/ under the heading ‘Investor Relations’

On 1 December 2014 Deutsche Annington Immobilien SE decided to extend an

offer to all shareholders of GAGFAH S.A., with registered seat in

Luxembourg (Grand Duchy of Luxembourg), to acquire their registered shares

in GAGFAH S.A., each with a nominal value of EUR 1.25 (ISIN LU0269583422)

(the ‘GAGFAH Shares’), in a voluntary public takeover offer (combined cash

and exchange offer).

In exchange for 14 tendered GAGFAH S.A. Shares, Deutsche Annington

Immobilien SE intends to offer as consideration (i) an amount of EUR 122.52

as cash payment (‘Cash Consideration’) and (ii) 5 new no-par value

registered shares in Deutsche Annington Immobilien SE (‘Share

Consideration’), each representing a pro rata amount of the registered

share capital in Deutsche Annington Immobilien SE of EUR 1.00 (the

‘Deutsche Annington Shares’). This offer will be made subject to the final

determination of the minimum price (Bundesanstalt für

Finanzdienstleistungsaufsicht) (‘BaFin’). Based on the XETRA closing price

(Frankfurt Stock Exchange) of the Deutsche Annington Shares as of November

28, 2014, the combined cash and exchange offer values each GAGFAH Share

with EUR 18.00, constituting a premium of 16.1% to the XETRA closing price

(Frankfurt Stock Exchange) of the GAGFAH Shares as of November 28, 2014.

It is expected that the public takeover offer will be made subject to,

inter alia, antitrust clearance, a minimum acceptance rate of 50% of the

outstanding GAGFAH Shares (based on expected share issuances until

closing), absence of capital measures, material acquisitions and an

invitation to a general meeting as well as the registration of the

implementation of the requisite capital increases. Otherwise, the public

takeover offer will be made in accordance with the terms and conditions set

out in the offer document. Furthermore, insofar as is legally permissible,

Deutsche Annington Immobilien SE reserves the right to deviate from the

basic information described herein in the final terms of the public

takeover offer.

In addition, Deutsche Annington Immobilien SE and GAGFAH S.A. have entered

into a Business Combination Agreement setting out their common

understanding as to the future strategy and structure of the combined

company and other matters.

Important information:

This announcement is neither an offer to exchange or purchase nor a

solicitation of an offer to exchange or purchase GAGFAH shares. Moreover,

this announcement is neither an offer to purchase nor a solicitation to

purchase Deutsche Annington shares. The final terms and further provisions

regarding the public takeover offer will be in the offer document once its

publication has been approved by the German Federal Financial Supervisory

Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Deutsche

Annington Immobilien SE reserves the right to deviate from the basic terms

presented herein in the final terms and provisions. Investors and holders

of GAGFAH shares are strongly recommended to read the offer document and

all other documents in connection with the public takeover offer as soon as

they are published, as they will contain important information.

Subject to the exceptions described in the offer document and any

exceptions granted by the relevant regulatory authorities, a public

takeover offer is not being made directly or indirectly, in or into those

jurisdictions where to do so would constitute a violation pursuant to the

laws of such jurisdiction.

The Deutsche Annington shares have not been and will not be registered

under the U.S. Securities Act of 1933, as amended, or with any securities

regulatory authority of any state or any other jurisdiction of the USA.

Therefore, subject to certain exceptions, Deutsche Annington Immobilien SE

shares may not be offered or sold within the USA or in any other

jurisdiction, where to do so would be a violation of applicable law. There

is no public offering of the Deutsche Annington Immobilien SE shares in the

USA. If Deutsche Annington Immobilien SE shares may in Deutsche Annington

Immobilien SE’s opinion not be offered or delivered to a U.S. shareholder

according to the U.S. Securities Act of 1933, such U.S. shareholder that

validly accepts the offer will receive, in lieu of Deutsche Annington

shares to which it would otherwise be entitled the net cash proceeds of the

sale of such Deutsche Annington shares in euro.

To the extent permissible under applicable law or regulation, and in

accordance with German market practice, Deutsche Annington Immobilien SE or

its brokers may purchase, or conclude agreements to purchase, GAGFAH

shares, directly or indirectly, outside of the scope of the public takeover

offer, before, during or after the acceptance period. This applies to other

securities that are directly convertible into, exchangeable for, or

exercisable for GAGFAH shares. 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 Germany or any other relevant jurisdiction.

Insofar as this document contains forward-looking statements, these do not

represent facts and are characterized by words such as ‘expect’, ‘believe’,

‘estimate’, ‘intend’, ‘aim’, ‘assume’ or similar words. Such statements

express the intentions, opinions or current expectations of Deutsche

Annington Immobilien SE and persons acting in concert with it. Such

forward-looking statements are based on current plans, estimates and

forecasts that Deutsche Annington Immobilien SE and the persons acting in

concert with it have made to the best of their knowledge, but which do not

claim to be correct in the future. Forward-looking statements are subject

to risks and uncertainties that are difficult to predict and generally

cannot be influenced by Deutsche Annington Immobilien SE or persons acting

in concert with it. It should be noted, that future events and developments

could considerably deviate from those contained in these forward-looking

statements.

Dusseldorf, 1 December 2014

Deutsche Annington Immobilien SE

Management Board

End of WpÜG announcement

The 01.12.2014DGAP 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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Listed: Zielgesellschaft: Regulierter Markt Frankfurt (Prime Standard);

Freiverkehr Berlin, Hamburg, Hannover München,

Stuttgart;

Bietergesellschaft: Regulierter Markt Frankfurt (Prime

Standard); Freiverkehr Berlin, Düsseldorf, Hamburg, Hannover München,

Stuttgart;