Vonovia SE: Takeover offer for Deutsche Wohnen
DGAP-News: Vonovia SE / Keyword (s): Miscellaneous
23.07.2021 / 17:41
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Takeover bid for Deutsche Wohnen – minimum 50% shareholder approval should not be reached
– Approval rate is currently 47.62 percent
– The promise to the tenants of Vonovia in Berlin still applies: limitation of rent increases until 2026. In addition, focus on new construction and continue discussions on the sale of apartments to the State of Berlin
Bochum, July 23, 2021 – Vonovia SE (“Vonovia”) takeover bid for Deutsche Wohnen SE (“Deutsche Wohnen”) is unlikely to have received the necessary approval from Deutsche Wohnen shareholders by the end of the trading period. vote on July 21, 2021. At the current count (taking into account the Deutsche Wohnen shares already held by Vonovia), approximately 47.62% of the Deutsche Wohnen shares have been tendered. At the end of the rebooking period, today at 6 p.m., there will likely be no more significant bookings. Consequently, a key condition for the completion of the Offer will probably not be fulfilled. A significant proportion of Deutsche Wohnen shareholders are currently hedge funds and, in addition, index funds, which are only allowed to trade once the minimum acceptance quota is reached and all closing conditions have been met. The final result is expected to be released on July 26, 2021.
Rolf Buch, Chairman of the Management Board of Vonovia: “We received broad support for our proposal to merge Deutsche Wohnen with Vonovia. We maintain that a combination of the two companies makes a lot of sense, both economically and socio-politically, and is the most effective solution to the major challenges facing the housing market. Unfortunately, an insufficient proportion of the current shareholders of Deutsche Wohnen have returned their shares.
Vonovia continues to view the combination of the two companies as strategically interesting. “We will now carefully consider all available options, including for example the sale of Deutsche Wohnen shares already held by Vonovia, the launch of another public offering or the purchase of additional Deutsche Wohnen shares,” he said. -he adds. said Rolf Buch.
The promise made to Vonovia tenants in Berlin still applies: limitation of rent increases until 2026.
As part of the takeover bid and in the event of a merger, Vonovia and Deutsche Wohnen have made a comprehensive offer to the State of Berlin. This provided for a limit on rent increases; a promise to build new apartments in Berlin, especially for young families; and the offer to bring in apartments from the current portfolio to expand the municipal housing stock.
Rolf Buch: “As a market leader, we take our social responsibility and reliability seriously. Therefore, we will continue our discussions with the State of Berlin, as far as possible on our own, even without the combination with Deutsche Wohnen Our tenants can fully rely on the announced limit of rent increases until 2026. We will also continue to discuss other aspects of the offer – the construction of new apartments and the offer for Berlin to be able to acquire a park. housing – with the parties concerned. “
Vonovia SE is the European leader in private residential real estate. Vonovia currently has around 415,000 residential units in all attractive towns and regions of Germany, Sweden and Austria. It also manages around 72,500 apartments. Its portfolio amounts to approximately 59.0 billion euros. As a modern service provider, Vonovia focuses on customer orientation and tenant satisfaction. Providing tenants with affordable, attractive and livable housing is a prerequisite for the successful development of the business. Therefore, Vonovia invests in the long term in the maintenance, modernization and age-friendly conversion of its properties. The company is also creating more and more new apartments by carrying out infill developments and adding to existing buildings.
The Bochum-based company has been listed on the stock exchange since 2013. Since September 2015 Vonovia has been part of the DAX 30 and since September 2020 of the EURO STOXX 50. Vonovia SE is also part of other national companies. and international indices, including DAX 50 ESG, Dow Jones Sustainability Index Europe, STOXX Global ESG Leaders, EURO STOXX ESG Leaders 50, STOXX Europe ESG Leaders 50, FTSE EPRA / NAREIT Developed Europe and GPR 250 World. Vonovia has a workforce of over 10,000 employees.
Approval: Regulated Market / Prime Standard, Frankfurt Stock Exchange
Common code: 094567408
Headquarters of Vonovia SE: Bochum, Germany, local court in Bochum, HRB 16879
Vonovia SE business address: Universitaetsstrasse 133, 44803 Bochum, Germany
This announcement is neither an offer to buy nor a solicitation of an offer to sell Deutsche Wohnen shares. The terms and conditions of the takeover bid, as well as other provisions relating to the takeover bid, are published in the offer document, the publication of which has been authorized by the German Federal Authority for financial supervision (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Deutsche Wohnen shares are strongly advised to read the offering document and all other documents relating to the tender offer, as they contain important information.
The offer is for shares of a German company and is subject to the legal provisions of the Federal Republic of Germany governing the conduct of such an offer. Shareholders of Deutsche Wohnen who are residents of the United States should note that the takeover bid is for the securities of a company that is a foreign private issuer within the meaning of rule 3b-4 of the Securities Exchange Act of 1934 as as amended (the “Exchange Act”), and whose shares are not registered under Section 12 of the Exchange Act.
With regard to the shareholders of Deutsche Wohnen in the United States, the tender offer is made on the basis of the so-called “Tier II” exemption. This “level II” exemption allows an Offeror to comply with certain material and procedural requirements of the Exchange Act applicable to takeover bids by complying with the law or practice of its home jurisdiction and exempt the Offeror to comply with certain other requirements. As a result, the takeover bid is primarily subject to disclosure requirements and other procedural requirements (e.g. with respect to withdrawal rights, acceptance period, settlement and payment schedule. ) of the Federal Republic of Germany, which differ significantly from the corresponding United States. laws.
The Offeror and its affiliates or brokers (acting as agents of the Offeror or its affiliates, as the case may be) may, to the extent permitted by applicable laws or regulations, directly or indirectly acquire shares of Deutsche Wohnen or enter into agreements to acquire shares outside of the public offer before, during or after the term of the offer. This also applies to other securities convertible, exchangeable or exercisable against shares of Deutsche Wohnen. These purchases can be made on the stock exchange at market prices or off the stock exchange under negotiated conditions. If any such purchases or purchase agreements are made, they will be made outside of the United States and will comply with applicable law, including, to the extent applicable, the Exchange Act. All information regarding such purchases will be disclosed in accordance with applicable laws or regulations in Germany or any other relevant jurisdiction and on the Bidder’s website at https://en.vonovia-st.de/. To the extent that information on such purchases or purchase contracts is published in Germany, such information will also be deemed to be made public in the United States. In addition, the Offeror’s financial advisers may also act in the normal course of trading in the Company’s securities, which may include purchases or agreements to purchase such securities.
Shareholders of Deutsche Wohnen, domiciled or ordinarily resident in the United States (“US Shareholders”) may have difficulty asserting their rights and claims under US federal securities laws because Deutsche Wohnen and Vonovia are both domiciled outside the United States and all of their directors and officers are domiciled outside the United States. US shareholders may not be able to sue a company incorporated outside the United States or its directors and officers in court outside the United States for violation of United States securities laws. In addition, difficulties may arise in the enforcement of judgments of a United States court against a company headquartered outside the United States.
The receipt of cash in connection with the Offer by a United States Shareholder may be a taxable transaction for United States federal income tax purposes and under applicable state and local laws, as well as foreign and other tax laws. . Each holder of Deutsche Wohnen shares is encouraged to immediately consult their independent professional adviser regarding the tax consequences of accepting the offer. Neither Vonovia nor persons acting jointly with Vonovia within the meaning of Article 2 para. 5 WpÜG nor its respective directors, officers or employees assume any liability for any tax consequences or obligations resulting from the acceptance of the offer.
To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words “expect”, “believe”, “estimate”, “intend”, “aim” , “Assume” and similar expressions. Such statements express the current intentions, opinions or expectations of Vonovia SE. These forward-looking statements are based on current plans, estimates and forecasts, which Vonovia SE has made to the best of its knowledge, but do not claim to be correct in the future (this applies in particular to matters beyond the control of Vonovia SE). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and generally beyond the control of Vonovia SE. It should be taken into account that actual results or future consequences may differ materially from those indicated or contained in forward-looking statements. It cannot be excluded that Vonovia SE may modify its intentions and estimates reflected in the documents or notices or in the information notice to be published after the publication of the documents, notices or the information notice.
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07.23.2021 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
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