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Deutsche Wohnen SE — M&A Activity 2015
Mar 18, 2015
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M&A Activity
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Corporate | 18 March 2015 08:00
Deutsche Wohnen AG publishes offer documents for takeover of conwert Immobilien Invest SE and ECO Business-Immobilien AG – acceptance period starts today
Deutsche Wohnen AG / Key word(s): Offer
2015-03-18 / 08:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Deutsche Wohnen AG publishes offer documents for takeover of conwert Immobilien Invest SE and ECO Business-Immobilien AG – acceptance period starts today
- Cash offer of EUR 11.50 for Conwert shares: acceptance period starts today and ends on April 15, 2015 at 5:00 pm CET
- Cash offer of EUR 6.35 for ECO shares: acceptance period starts today and ends on April 24, 2015 at 5:00 pm CET
- Offer also relates to convertible bonds issued by Conwert
Frankfurt/Main and Berlin, March 18 2015 . Today, Deutsche Wohnen AG (‘Deutsche Wohnen’) has published the offer document regarding its voluntary public takeover offer to acquire a controlling interest in conwert Immobilien Invest SE (‘Conwert’). The offer was submitted for all outstanding shares in and convertible bonds issued by Conwert. In addition, Deutsche Wohnen has published the offer document regarding the anticipated mandatory offer for all outstanding shares in ECO Business-Immobilien AG (‘ECO’) that are not held by Conwert. The publications of the offer documents trigger the commencement of the respective acceptance periods for the offers to the shareholders of Conwert and of ECO, and the holders of the Conwert convertible bonds.
Michael Zahn, CEO of Deutsche Wohnen AG, comments: ‘We are convinced that our offer represents an attractive opportunity for all Conwert shareholders. Conwert requires a strategic re-launch with a strong partner at its side. To this end, Deutsche Wohnen is in an outstanding position. Conwert’s shareholders receive an attractive price for their shares which from our perspective fully reflects the intrinsic value of the business and appropriately reflects the restructuring risks, yet also considers the expenses associated with the implementation of the transaction and the optimization of the portfolio adequately.’
With immediate effect, Conwert shareholders can tender their shares at a price of EUR 11.50 in cash per share. This corresponds to a premium of around 21.4 percent compared with the volume-weighted average stock market price for the six months period prior to the announcement of the takeover offer. The acceptance period for the offer to the Conwert shareholders and the holders of the Conwert convertible bonds expires on April 15, 2014, at 5:00 pm Central European Time (CET).
With immediate effect, ECO shareholders can tender their shares at a price of EUR 6.35 in cash per share. This corresponds to a premium of around 27.42 percent compared with the volume-weighted average stock market price for the six months period prior to the announcement of the takeover offer. The acceptance period for the offer to the ECO shareholders ends on April 24, 2014, at 5:00 pm Central European Time (CET).
For the Conwert convertible bonds, Deutsche Wohnen offers a cash offer price of EUR 111,868 per nominal EUR 100,000 convertible bond with a maturity date in 2016, and EUR 119,295 per nominal EUR 100,000 convertible bond with a maturity date in 2018 during the acceptance period. The cash offer price for the convertible bonds tendered during the additional acceptance period will be EUR 107,376 per nominal EUR 100,000 convertible bond with a maturity date in 2016, and EUR 102,041 per nominal EUR 100,000 convertible bond with a maturity date in 2018.
Deutsche Wohnen rules out an increase of its cash offers for Conwert and ECO shares as well as the convertible bonds issued by Conwert.
Deutsche Wohnen announced the offers on February 15, 2015. It has the objective to reposition the company both operationally and financially as a strong partner to Conwert. The largest Conwert shareholder, the Haselsteiner Familien-Privatstiftung, as well as the investor Karl Ehlerding and Ehlerding family members irrevocably committed to sell around 25 percent of their directly and indirectly held shares in Conwert under the offer. The Conwert takeover offer is subject to a number of conditions, including the attainment of a minimum acceptance rate of 50 percent + 1 share of the outstanding Conwert shares. The condition of a minimum acceptance rate cannot be waived in a voluntary public takeover offer to acquire a controlling interest. The requisite approvals by Austrian and German anti-trust authorities have already been granted.
The offer document was prepared on the basis of the Austrian Takeover Act (Übernahmegesetz/ÜbG). The document (both in German and English) is available for download immediately at www.deutsche-wohnen.com in the section ‘Investor Relations’, and on the websites of the target companies ( www.conwert.com , www.eco-immo.at ), as well as at the Austrian Takeover Commission ( www.takeover.at ).
Information about the processing of the offer can be obtained from UniCredit Bank Austria AG, Julius-Tandler-Platz 3, 1090 Vienna, Austria, email: [email protected] . Further information can also be downloaded from the website of Deutsche Wohnen.
About Deutsche Wohnen
Deutsche Wohnen is one of the largest publicly listed real estate companies in Germany and Europe with a business focus on managing and developing its residential property portfolio. As at 30 September 2014 the portfolio comprised a total of 148,900 units, of which 146,800 are residential units and 2,100 commercial properties. The company is listed in the Deutsche Börse’s MDAX and is also included in the leading indices EPRA/NAREIT and GPR 100.
Disclaimer
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, Conwert or ECO securities. The offer document (in both German and English) is available for downloading at www.deutsche-wohnen.com under the heading ‘Investor Relations’, and on the websites of the target companies ( www.conwert.com , www.eco-immo.at ), as well as at the Austrian Takeover Commission ( www.takeover.at ). Information about the processing of the offer can be obtained from UniCredit Bank Austria AG, Julius-Tandler-Platz 3, 1090 Vienna, Austria, email: [email protected] . Investors and holders of Conwert or ECO securities are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as they contain or will contain important information.
The offer will be made exclusively under the laws of Austria, especially under the Austrian Takeover Act (‘Takeover Act’). The offer will not be executed according to the provisions of jurisdictions (including the jurisdictions of Australia and Japan) other than those of Austria. Thus, no other announcements, registrations, admissions or approvals of the offer outside of Austria have been filed, arranged for or granted. Holders of Conwert or ECO securities cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of Austria.
To the extent permissible under applicable law or regulation, and in accordance with Austrian market practice, Deutsche Wohnen or its brokers may purchase, or conclude agreements to purchase, Conwert or ECO securities, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance or any additional acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for Conwert or ECO securities. 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 Austria or any other relevant jurisdiction.
To the extent 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 and the persons acting together with Deutsche Wohnen. Such forward-looking statements are based on current plans, estimates and forecasts, which Deutsche Wohnen and the persons acting together with Deutsche Wohnen have made to the best of their knowledge, but which they 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 or the persons acting together with Deutsche Wohnen. It should be kept in mind that the actual events or consequences may materially differ from those contained in or expressed by such forward-looking statements.
Contact:
Phone +49 (0)30 897 86-5413
Fax +49 (0)30 897 86-5409
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| Language: | English |
| Company: | Deutsche Wohnen AG |
| Pfaffenwiese 300 | |
| 65929 Frankfurt am Main | |
| Germany | |
| Phone: | +49 (0)30 89786-0 |
| Fax: | +49 (0)30 89786-5409 |
| E-mail: | [email protected] |
| Internet: | http://www.deutsche-wohnen.com |
| ISIN: | DE000A0HN5C6 |
| WKN: | A0HN5C |
| Indices: | MDAX |
| Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart |
| End of News | DGAP News-Service |
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| 334247 2015-03-18 |