DEMIRE Deutsche Mittelstand Real Estate AG

M&A Activity • Jul 31, 2015

News Details

Takeover Bids | 31 July 2015 08:07

Takeover Offer ;

Target company: Fair Value REIT-AG; Bidder: DEMIRE Deutsche Mittelstand Real Estate AG

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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THIS NOTIFICATION AND THE INFORMATION IS NOT FOR RELEASE, PUBLICATION OR

DISTRIBUTION, EITHER IN WHOLE OR IN PART, IN THE USA, CANADA, AUSTRALIA,

JAPAN OR OTHER JURISDICTIONS WHERE TO DO SO WOULD CONSTITUE A VIOLATION OF

THE RELEVANT LAWS OF SUCH JURISDICTION

Publication of the decision to submit a public takeover offer pursuant to §

10 para. 1 in

conjunction with §§ 29 para. 1, 34 of the Securities Acquisition and

Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder:

DEMIRE Deutsche Mittelstand Real Estate AG

Lyoner Straße 32

60528 Frankfurt/Main

Registered with the commercial register of the local court (Amtsgericht) of

Frankfurt/Main, Germany, under registration number HRB 89041

ISIN: DE000A0XFSF0 / WKN: A0XFSF

Target Company:

Fair Value REIT-AG

Leopoldstraße 244

80807 Munich

Registered with the commercial register of the local court (Amtsgericht) of

Munich, Germany, under registration number HRB 168882

ISIN: DE000A0MW975 / WKN: A0MW97

Information on the Bidder:

On 31 July 2015, DEMIRE Deutsche Mittelstand Real Estate AG,

Frankfurt/Main, decided to offer the shareholders of Fair Value REIT-AG,

Munich, to acquire their no-par value bearer shares of Fair Value REIT-AG,

each representing a pro rata amount of the registered share capital of EUR

2.00 (ISIN DE000A0MW975 / WKN A0MW97) (the ‘Fair Value Shares’) by way of a

voluntary public takeover offer in the form of an exchange offer (the

‘Takeover Offer’).

DEMIRE Deutsche Mittelstand Real Estate AG intends to offer the

shareholders of Fair Value REIT-AG two (2) new no-par value bearer shares

of DEMIRE Deutsche Mittelstand Real Estate AG, each representing a pro rata

amount of the registered share capital of EUR 1.00 and dividend rights as

of 1 January 2015 (the ‘DEMIRE Shares’) from the capital increase in kind

(the ‘Capital Increase’) still to be resolved by the General Meeting, in

exchange as consideration for one (1) Fair Value share tendered to DEMIRE

Deutsche Mittelstand Real Estate AG in the context of the Takeover Offer,

subject to the final determination of a minimum offer price and the final

terms in the offer document.

For the purpose of resolving the Capital Increase, DEMIRE Deutsche

Mittelstand Real Estate AG will convene an extraordinary General Meeting at

short notice. DEMIRE Deutsche Mittelstand Real Estate AG will appoint a

trustee who will subscribe to the new DEMIRE Shares for the benefit of the

Fair Value REIT-AG shareholders that have tendered their Fair Value Shares

in the context of the Takeover Offer and transfer their Fair Value Shares

to DEMIRE Deutsche Mittelstand Real Estate AG.

DEMIRE Deutsche Mittelstand Real Estate AG’s Takeover Offer will presumably

be made subject to, inter alia, a minimum acceptance rate of 50.1% of the

outstanding Fair Value Shares, the absence of material transactions,

material adverse effects, or material compliance violations, as well as the

registration of the implementation of the Capital Increase. Otherwise, the

Takeover Offer will be made in accordance with the terms and conditions set

out in the offer document. Insofar as legally permissible, DEMIRE Deutsche

Mittelstand Real Estate AG reserves the right to deviate in the final terms

and conditions of the Takeover Offer from the basic information described

herein.

On the date hereof, DEMIRE Deutsche Mittelstand Real Estate AG entered into

agreements with Obotritia Beteiligungs GmbH, Försterweg Beteiligungs GmbH,

Jägersteig Beteiligungs GmbH and Kienzle Vermögensverwaltungs GmbH

(together referred to as the ‘ Package Shareholders’), who own in total

approx. 23.21% of the shares and voting rights of Fair Value REIT-AG,

pursuant to which the Package Shareholders irrevocably undertake to tender

their Fair Value Shares in the context of the Takeover Offer (the ‘Tender

Commitment’). Simultaneously, the Package Shareholders have already

declared their withdrawal from their acceptance of the Takeover Offer

pursuant to the Tender Commitment if and to the extent that the number of

Fair Value Shares tendered in the context of the Takeover Offer would lead

to DEMIRE Deutsche Mittelstand Real Estate AG holding more than 94.9% of

the share capital and voting rights of Fair Value REIT-AG.

Furthermore, on the date hereof, DEMIRE Deutsche Mittelstand Real Estate AG

and Fair Value REIT-AG have entered into a basic agreement (‘Business

Combination Agreement’) in which both companies have stipulated their

current understanding in terms of the execution of the Takeover Offer and

the general support of the Management Board of Fair Value REIT-AG.

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

the German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht, BaFin) at:

http://www.demire.ag under the section ‘Investors Relations’

Important information:

This announcement is neither an offer to exchange nor a solicitation of an

offer to exchange Fair Value Shares. Moreover, this announcement is neither

an offer to purchase nor a solicitation to purchase any shares of DEMIRE

Deutsche Mittelstand Real Estate AG. The final terms and further provisions

regarding the Takeover Offer will be disclosed in the offer document after

its publication has been approved by the German Federal Financial

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,

BaFin). DEMIRE Deutsche Mittelstand Real Estate AG reserves the right to

deviate in the final terms and conditions of the Takeover Offer from the

basic information described herein. Investors and holders of Fair Value

Shares are strongly recommended to read the offer document and all other

documents in connection with the Takeover Offer as soon as they are

published because they contain important information.

Subject to the exceptions described in the offer document, as well as any

exemptions that may be granted by the relevant regulators, a takeover offer

will not be made, neither directly nor indirectly, in any jurisdiction

where to do so would constitute a violation of the national laws of such

jurisdiction.

Shares of DEMIRE Deutsche Mittelstand Real Estate AG have not been nor will

they be registered under the U.S. Securities Act of 1933, as amended, or

with any securities regulatory authority of a state or any other

jurisdiction in the USA or any other foreign jurisdiction. Therefore,

subject to certain exceptions, shares of DEMIRE Deutsche Mittelstand Real

Estate AG must not be offered or sold within the USA or any other

jurisdiction where to do so would constitute a violation of the national

laws of such jurisdiction. There will be no registration of the DEMIRE

Shares mentioned in this announcement pursuant to the relevant laws in the

USA or any other foreign jurisdiction.

To the extent this announcement contains forward-looking statements, also

with respect to the Takeover Offer, such statements do not represent facts

and are characterised by the words ‘will’, ‘expect’, ‘believe’, ‘estimate’,

‘intend’, ‘aim’, ‘assume’ or similar expressions. Such forward-looking

statements express the intentions, opinions or current expectations and

assumptions of DEMIRE Deutsche Mittelstand Real Estate AG and the persons

acting in concert with DEMIRE Deutsche Mittelstand Real Estate AG. Such

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

forecasts which DEMIRE Deutsche Mittelstand Real Estate AG and the persons

acting in concert with DEMIRE Deutsche Mittelstand Real Estate AG 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, uncertainties and

changes in the accompanying circumstances that for the most part are

difficult to predict and usually cannot be influenced by DEMIRE Deutsche

Mittelstand Real Estate AG or the persons acting in concert with DEMIRE

Deutsche Mittelstand Real Estate AG. These expectations and forward-looking

statements can prove to be incorrect and the actual events may differ

materially from those contained in such forward-looking statements. DEMIRE

Deutsche Mittelstand Real Estate AG and the persons acting in concert with

DEMIRE Deutsche Mittelstand Real Estate AG do not assume an obligation to

update the forward-looking statements with respect to actual developments,

events, basic conditions, assumptions or other factors.

This announcement is published in German and as an English translation. In

the event of any conflict or inconsistency between the English and the

German versions, the German version shall prevail.

Frankfurt/Main, 31 July 2015

DEMIRE Deutsche Mittelstand Real Estate AG

The Executive Board

End of WpÜG announcement

The 31.07.2015DGAP 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, Düsseldorf, München, Stuttgart;

Bieter: Regulierter

Markt Frankfurt (General Standard);

Freiverkehr Berlin, Düsseldorf,

Stuttgart