Deutsche Wohnen SE — M&A Activity 2013

Oct 31, 2013

News Details

Ad-hoc | 31 October 2013 12:14

Deutsche Wohnen AG: Takeover offer GSW Immobilien AG – Minimum acceptance threshold exceeded

Deutsche Wohnen AG / Key word(s): Offer

31.10.2013 12:14

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The issuer 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

Takeover offer GSW Immobilien AG - Minimum acceptance threshold exceeded

Frankfurt am Main/Berlin, 31 October 2013. Deutsche Wohnen AG (Deutsche
Wohnen) announces in connection with the voluntary public takeover offer
(the Offer) for GSW Immobilien AG (GSW) by Deutsche Wohnen that the 75
percent minimum acceptance condition has been met. Deutsche Wohnen expects
to publish a final announcement with the definitive tender ratio on 4
November 2013.

GSW shareholders who have not accepted the Offer within the acceptance
period may still accept the Offer within the additional acceptance period
that is expected to commence on 5 November 2013 and end at 24:00 hours
(Frankfurt am Main local time) on 18 November 2013.

Important information

This announcement is neither an offer to exchange nor a solicitation of an
offer to exchange GSW-Shares. Moreover, the announcement is neither an
offer to purchase nor a solicitation to purchase Deutsche Wohnen-Shares.
The final terms and further provisions regarding the public takeover offer
have been disclosed in the offer document approved by the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht). Investors and holders of GSW-Shares are
strongly recommended to read the offer document and all documents in
connection with the public takeover offer, since 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 public
takeover offer will not be made directly or indirectly, in or into the USA
or any other jurisdiction where to do so would constitute a violation of
the laws of such jurisdiction. The takeover offer will be carried out under
exclusion of the use of the mails or any other means or instruments of
interstate or foreign commerce (inter alia, transmission by facsimile,
telephone or internet) in the USA and under exclusion of any facility of a
national securities exchange of the USA. Accordingly, the sending or any
other distribution of this announcement or any other accompanying document
by mail, their forwarding or transmission in or into the USA is not
permitted.

The Deutsche Wohnen-Shares 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.
Therefore, subject to certain exceptions, Deutsche Wohnen-Shares must not
be offered or sold within the USA or any other jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction. There will
be no registration of the Deutsche Wohnen-Shares mentioned herein pursuant
to the relevant laws in the USA. There will be no public offering in the
USA. Subject to certain exceptions, Deutsche Wohnen-Shares must not be
sold, or offered, to persons in the USA.

To the extent permissible under applicable law or regulation, and in
accordance with normal German market practice, Deutsche Wohnen AG or its
brokers may purchase, or conclude agreements to purchase, GSW-Shares,
directly or indirectly, out of the public takeover offer, before, during or
after the period in which the offer remains open for acceptance. This
applies to other securities which are directly convertible into,
exchangeable for, or exercisable for GSW-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.

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', 'aim', 'assume' or
similar expressions. Such statements express the intentions, opinions or
current expectations and assumptions of Deutsche Wohnen AG and the persons
acting together with Deutsche Wohnen AG. Such forward-looking statements
are based on current plans, estimates and forecasts which Deutsche Wohnen
AG and the persons acting together with Deutsche Wohnen 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 and uncertainties
that are difficult to predict and usually cannot be influenced by Deutsche
Wohnen AG or the persons acting together with Deutsche Wohnen AG. 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.

Contact:
+49 (0)30 / 897 86 - 551

31.10.2013 DGAP's 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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Language: English
Company: Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt
Germany
Phone: +49 (0)30 89786-0
Fax: +49 (0)30 89786-507
E-mail: ir@deutsche-wohnen.com
Internet: http://www.deutsche-wohnen.com
ISIN: DE000A0HN5C6, DE0006283302
WKN: A0HN5C, 628330
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart

End of Announcement DGAP News-Service

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