Aroundtown S.A. — M&A Activity 2019

Nov 19, 2019

News Details

Takeover Bids | 19 November 2019 01:00

Takeover Offer ;

Target company: TLG IMMOBILIEN AG; Bidder: Aroundtown SA

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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Aroundtown SA

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 of the decision to launch a public takeover offer in accordance

with Section 10 para. 1 sentence 1 in conjunction with Section 29 para. 1

and Section 34 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz (WpÜG))

Bidder:

Aroundtown SA

40, Rue du Curé

L-1368 Luxembourg

registered in the commercial register of Luxembourg under the registration

number B217868

ISIN: LU1673108939

Target Company:

TLG IMMOBILIEN AG

Hausvogteiplatz 12

10117 Berlin, Germany

registered in the commercial register of the local court of Berlin-

Charlottenburg under HRB 161314 B

ISIN: DE000A12B8Z4

On November 18, 2019, Aroundtown SA (‘Aroundtown’) decided to offer to all

shareholders of TLG IMMOBILIEN AG (‘TLG’) by way of a voluntary public

takeover offer in the form of an exchange offer (the ‘Offer’) to acquire

their no-par value bearer shares in TLG. Subject to the final determination

of the minimum prices and the offer conditions in the offer document,

Aroundtown intends to offer 3.6 new shares of Aroundtown as consideration

in exchange for each 1 tendered share of TLG. The new shares of Aroundtown

will carry dividend rights as of January 1, 2019 or, if the closing of the

Offer is delayed until after the date of Aroundtown’s annual general

meeting in 2020, as of January 1, 2020. The offered Aroundtown shares shall

be created through a capital increase by exercising the authorized capital

of Aroundtown pursuant to Section 7 of its articles of association.

In connection with the Offer, Aroundtown and TLG today entered into a

business combination agreement. The business combination agreement

addresses the common understanding of Aroundtown and TLG with respect to

the economic and strategic background of the transaction, the Offer

process, the intended future governance structure of Aroundtown and the

integration process (subject to certain participation rate thresholds being

met), as well as the general support of the Offer by TLG and its Management

and Supervisory Boards. TLG will support the Offer on the basis of the

business combination agreement and it anticipates that its Boards, after

having examined the full offer document, will recommend that its

shareholders accept the Offer.

In addition, Aroundtown entered today into an irrevocable tender agreement

with a major shareholder of TLG (‘Shareholder’) regarding its shares in

TLG, subject to certain conditions, covering up to approx. 28% of the

current shares and voting rights in TLG. By entering into such tender

agreement, the Shareholder has undertaken to tender subject to certain

conditions such shares in TLG in the Offer.

Closing of the Offer will be subject to certain conditions, including

antitrust clearance and the non-occurrence of certain circumstances (e.g.

material adverse change events) until the expiration of the acceptance

period. The voluntary public tender offer is not expected to be conditional

on a minimum acceptance ratio. The final terms and conditions of the Offer

will be set forth in the full offer document and may, to the extent legally

permissible, deviate from the conditions and other key parameters described

herein.

The offer document and further notifications relating to the Offer will be

published on the internet at www.aroundtown.de under the heading ‘Investor

Relations’.

Important information

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

purchase Aroundtown or TLG shares. The final terms and further provisions

regarding the Offer will be in the offer document once its publication has

been approved by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of

TLG shares are strongly recommended to read the offer document and all

other documents in connection with the 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, an 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.

In particular, the Aroundtown shares that are intended to be transferred to

TLG shareholders as consideration (the ‘Offer Shares’) have not been, and

will not be, registered under the United States Securities Act of 1933, as

amended (the ‘Securities Act’), or under the securities laws of any state,

district or other jurisdiction of the United States of America. The Offer

Shares may not be offered, sold or delivered, directly or indirectly, to

TLG shareholders located in the United States of America (the ‘U.S.

Shareholders’), or to agents, nominees, trustees, custodians or other

persons acting for the account or benefit of U.S. Shareholders, except

pursuant to an applicable exemption from, or in a transaction not subject

to, the registration requirements of the Securities Act of 1933.

The Offer is not subject the ‘U.S. tender offer rules’ contained in

Regulation 14D under the United States Securities Exchange Act of 1934, as

amended (the ‘Exchange Act’) and is being made with respect to U.S.

Shareholders in reliance on exemptions available for cross-border tender

offers. These exemptions permit a bidder to satisfy certain United States

substantive and procedural Exchange Act rules governing tender offers by

complying with home jurisdiction law or practice and exempts the bidder

from compliance with certain other rules of the Exchange Act. As a result,

the Offer is made in accordance with the applicable regulatory, disclosure

and procedural requirements under German law, including with respect to

withdrawal rights, offer timetable, settlement procedures and timing of

payments, that are different from those applicable under United States

domestic tender offer procedures and law.

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

accordance with German market practice, Aroundtown or its brokers may

purchase, or conclude agreements to purchase, TLG shares, directly or

indirectly, outside of the scope of the Offer, before, during or after the

acceptance or further acceptance period. This applies to other securities

that are directly convertible into, exchangeable for, or exercisable for

TLG 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 and will also be

published in the form of an unofficial English translation on the internet

website of Aroundtown.

If 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’, ‘contemplate’, ‘aim’,

‘assume’ or similar expressions. Such statements express the intentions,

opinions or current expectations and assumptions of Aroundtown and the

persons acting together with Aroundtown. Such forward-looking statements

are based on current plans, estimates and forecasts which Aroundtown and

the persons acting together with Aroundtown 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 usually cannot be influenced by Aroundtown or the

persons acting together with Aroundtown. It should be kept in mind that the

actual events or consequences may differ materially from those contained in

or expressed by such forward-looking statements.

Grand Duchy of Luxembourg, November 18, 2019

Aroundtown

Board of Directors

End of the WpÜG announcement

End of WpÜG announcement

The 19.11.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Bieter:

Regulierter Markt in Frankfurt (Prime Standard);

Freiverkehr in Berlin, Stuttgart; Dublin, Luxembourg Stock Exchange,

SIX

Zielgesellschaft:

Regulierter Markt in Frankfurt (Prime Standard);

Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, Stuttgart, Tradegate

Exchange