Deutsche Wohnen SE — M&A Activity 2013

Aug 20, 2013

News Details

Takeover Bids | 20 August 2013 07:46

Takeover Offer ;

Target company: GSW Immobilien AG; Bidder: Deutsche Wohnen AG

Dissemination of an announcement according to the German Securities

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

according to the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder:

Deutsche Wohnen AG

Pfaffenwiese 300

65929 Frankfurt am Main

Germany

registered in the commercial register of the local court Frankfurt am Main

under HRB 42388

ISIN: DE000A0HN5C6 ISIN: DE0006283302

Target company:

GSW Immobilien AG

Charlottenstraße 4

10969 Berlin

Germany

registered in the commercial register of the local court Charlottenburg

under HRB 125788 B

ISIN: DE000GSW1111

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-wohnen.com/ under

the heading Investor Relations

Information on the bidder:

On August 20, 2013 Deutsche Wohnen AG decided to make a voluntary public

takeover offer to all shareholders of GSW Immobilien AG domiciled in Berlin

to acquire their no-par value bearer shares in GSW Immobilien AG (by way of

an exchange offer), each representing a pro rata amount of the registered

share capital of EUR 1.00 (ISIN DE000GSW1111) (the ‘GSW-Shares’).

In exchange for 20 GSW-Shares tendered to Deutsche Wohnen AG, Deutsche

Wohnen AG will offer 51 new no-par value bearer shares in Deutsche Wohnen

AG as consideration, each representing a pro rata amount of the registered

share capital in Deutsche Wohnen AG of EUR 1.00 with dividend rights as of

January 1, 2014 (the ‘Deutsche Wohnen-Shares’). This offer will be made

subject to the final determination of the minimum price and the final terms

set forth in the offer document. Deutsche Wohnen AG will appoint two

trustees for the required capital increase.

The public takeover offer will presumably be made subject to, inter alia,

antitrust clearance, a minimum acceptance rate of 75% of the outstanding

GSW-Shares as well as the registration of the implementation of the

above-mentioned capital increase. Otherwise, the public takeover offer will

be made in accordance with the terms and conditions set out in the offer

document. Furthermore, insofar as legally permissible, Deutsche Wohnen AG

reserves the right to deviate in the final terms of the public takeover

offer from the basic information described herein.

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

will be disclosed in the offer document after the publication has been

approved by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht). Furthermore, Deutsche

Wohnen AG reserves the right to deviate in the final terms of the public

takeover offer from the basic information described herein. Investors and

holders of GSW-Shares are strongly recommended to read the offer document

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

they are published, since they will 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.

Berlin, August 20, 2013

Deutsche Wohnen AG

Management Board

End of WpÜG announcement

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Listed: GSW Immobilien AG: Regulierter Markt in Frankfurt (Prime Standard)

und Berlin; Freiverkehr in Düsseldorf, Hamburg, Hannover, München und

Stuttgart

Deutsche Wohnen AG: Regulierter Markt in Frankfurt (Prime

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

und Stuttgart