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Vonovia SE
Related Party Transaction • Dec 14, 2024
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Related Party Transaction
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News Details
Ad-hoc | 14 December 2024 15:45
Vonovia SE and Deutsche Wohnen SE agree on conclusion of domination and profit and loss transfer agreement and on the exchange ratio for the compensation and the fixed annual p
Vonovia SE / Key word(s): Agreement
Vonovia SE and Deutsche Wohnen SE agree on conclusion of domination and profit and loss transfer agreement and on the exchange ratio for the compensation and the fixed annual p
14-Dec-2024 / 15:45 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Vonovia SE and Deutsche Wohnen SE agree on conclusion of domination and profit and loss transfer agreement and on the exchange ratio for the compensation and the fixed annual payment between Vonovia SE and Deutsche Wohnen SE
Bochum, 14 December 2024 – As announced on 18 September , 2024, Vonovia SE (“Vonovia”) and Deutsche Wohnen SE (“Deutsche Wohnen”) intend to conclude a domination and profit and loss transfer agreement with Vonovia as the controlling entity and Deutsche Wohnen as the controlled entity.
After completion of the work of the jointly appointed valuation expert, and with the approvals of the respective supervisory boards, Vonovia and Deutsche Wohnen have agreed, subject to the audit opinion of the court-appointed contract auditor, to offer to the minority shareholders of Deutsche Wohnen in the domination and profit and loss transfer agreement to exchange their shares at an exchange ratio of 0.7947 Vonovia shares per Deutsche Wohnen share. In addition, Vonovia and Deutsche Wohnen have agreed, subject to the aforementioned outcome of the audit, that a fixed annual payment in the amount of EUR 1.22 gross (or EUR 1.03 net after deduction of current corporate income tax plus solidarity surcharge) per Deutsche Wohnen share for each full business year shall be paid.
In order to become effective, the domination and profit and loss transfer agreement requires the approval of the general shareholders’ meetings of Deutsche Wohnen, scheduled for 23 January, 2025, and Vonovia, which will be convened for 24 January, 2025, respectively, as well as entry into the commercial register of Deutsche Wohnen. To create the Vonovia shares to be granted to the shareholders of Deutsche Wohnen if they decide to accept the compensation offered in the domination and profit and loss transfer agreement, a correspondingly structured conditional capital will be proposed to the general shareholders’ meeting of Vonovia together with the approval of the agreement. The convening notices for the two extraordinary shareholder meetings, containing further details on the planned domination and profit and loss transfer agreement, are to be published in the next few days.
Contact:
Vonovia SE
Rene Hoffmann
Head of Investor Relations
Telephone: +49(0)234 314 – 1629
Vonovia SE
Nina Henckel
Head of Corporate Media Relations
Telephone +49(0)234 314 – 1909
End of Inside Information
14-Dec-2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com
| Language: | English |
| Company: | Vonovia SE |
| Universitätsstraße 133 | |
| 44803 Bochum | |
| Germany | |
| Phone: | +49 234 314 1609 |
| Fax: | +49 234 314 2995 |
| E-mail: | [email protected] |
| Internet: | www.vonovia.de |
| ISIN: | DE000A1ML7J1 |
| WKN: | A1ML7J |
| Indices: | DAX |
| Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange |
| EQS News ID: | 2051343 |
| End of Announcement | EQS News Service |