Vonovia SE / Key word(s): Offer 05.09.2016 08:26 Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION Public disclosure of an inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse and disclosure pursuant to Section 5 of the Austrian Takeover Act Vonovia SE: Publication of the intention to launch a voluntary takeover offer to the shareholders of conwert Immobilien Invest SE and conclusion of a business combination agreement with conwert Immobilien Invest SE Bochum, 5 September 2016 Vonovia SE ("Vonovia") and conwert Immobilien Invest SE ("Conwert"), a European company (Societas Europaea) whose shares are traded at the Vienna stock exchange, have signed a Business Combination Agreement. On the basis of this Agreement, Vonovia announces, in accordance with § 5 of the Austrian Takeover Code ("ÜbG"), its intention to make a voluntary public takeover offer to all shareholders of conwert regarding all conwert shares (ISIN AT0000697750) in order to acquire a controlling interest in accordance with § 25a ÜbG (the "Takeover Offer"). Vonovia intends to offer all Conwert shareholders 74-Vonovia shares for every 149 Conwert shares. This implies a price of EUR17.58 per Conwert share based on the Vonovia closing price on Friday, 2 September 2016. This represents a resulting premium of 23.8%, based on the Conwert volume-weighted average share price of the last six months of EUR14.20 per share. As an alternative, as legally required in Austria, Vonovia plans to offer Conwert shareholders a cash consideration of EUR16.16 per share. The transaction aims to combine the complementary property portfolios of both companies. Managing the portfolios under one roof facilitates significant value creation for tenants and shareholders alike. As a result of this combination, Vonovia will further expand its footprint in the dynamically growing cities of Leipzig, Berlin, Potsdam and Dresden, and add a very attractive presence in the German-speaking city of Vienna to its German portfolio. Adler Real Estate AG, one of the largest Conwert shareholders, has also committed to tendering its entire stake in Conwert into the exchange offer (at least 26.2m shares, representing approx. 26% of fully diluted share capital including treasury shares). Conwert has committed to tendering its treasury shares, subject to its legal check. Following a successful takeover, Vonovia will be given the opportunity to newly appoint the Administrative Board. For Vonovia, Corporate Governance plays an important role. Vonovia will nominate the majority of the Administrative Board members and has committed to ensure that the minority shareholders will be represented adequately on the administrative board. In this respect Vonovia will support the candidates that will be proposed by the Conwert administrative board. All members of the Conwert Administrative Board have declared that they will vacate their seats, if the takeover offer is successful, and Conwert will call an extraordinary general meeting, at Vonovia's request, for the purpose of assigning new members to the administrative board. With around 340,000 residential units nationwide, Vonovia has the critical mass needed for the efficient management of Conwert's approximately 24,500 residential units, in particular in the German real estate market. Conwert has very attractive properties in the dynamically developing city of Leipzig, and in growth cities like Berlin, Potsdam and Dresden, as well as in North Rhine-Westphalia. Conwert's Austrian portfolio presents a good opportunity for Vonovia to expand its portfolio into the German-speaking city of Vienna. The Conwert Headquarters will remain in Vienna. The Austrian property portfolios will continue to be managed by Conwert. Additionally, Conwert will remain listed on the Vienna Stock Exchange. The consummation of the takeover offer will be subject to reaching the mandatory acceptance threshold of 50% plus 1 share of all Conwert shares as well as certain standard market completion conditions that will be set out in detail in the offer document, which is expected to be published on 17November 2016. Following the successful completion of the offer, Conwert shares will be exchanged into Vonovia shares from Vonovia's existing authorised capital. Furthermore, Vonovia has sufficient resources to finance the cash consideration of the offer. Through the integration, Vonovia plans operational synergies of at least EUR7m per year, to be fully realised by the end of 2018. By partially refinancing Conwert, Vonovia plans to realise financial synergies of EUR5m, to be fully realised in the financial year 2017. The transaction fulfills all of Vonovia's acquisition criteria. Vonovia expects the transaction to be, in particular, NAV per share and FFO per share accretive. Important Information: This announcement is neither an offer to purchase, exchange or sell nor a solicitation of an offer to purchase, exchange or sell shares in Vonovia SE or conwert Immobilien Invest SE. The final conditions and further provisions relating to the takeover offer will be published in the offer document, which will be published following the Austrian Takeover Commission not prohibiting its publication or the consummation of the takeover offer. Vonovia SE as bidder reserves the right to deviate from the basic terms presented herein in the final terms and provisions. Investors and holders of conwert Immobilien Invest SE shares are strongly recommended to review the offer document and all other documents related to the takeover offer, as they will contain important information. Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, a public takeover offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction. The Vonovia SE shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the USA. Therefore, subject to certain exceptions, Vonovia SE shares may not be offered or sold within the USA or in any other jurisdiction, where to do so would be a violation of applicable law. There is no public offering of the Vonovia SE shares in the USA. If Vonovia SE shares may in Vonovia SE's opinion not be offered or delivered to a U.S. shareholder according to the U.S. Securities Act of 1933, such U.S. shareholder that validly accepts the intended takeover offer will receive, in lieu of Vonovia SE shares to which it would otherwise be entitled the net cash proceeds of the sale of such Vonovia SE shares in euro. 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 Vonovia SE. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia SE has made to the best of its knowledge, but which do not claim to be correct in the future (in particular where such forward looking information is in relation to matters outside the control of Vonovia SE. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Vonovia SE. 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. It is possible that Vonovia SE will change its intentions and assumptions reflected in the documents and announcements or in the yet to be published offer document after the publication of these documents, announcements or the offer document. To the extent permissible under applicable law or regulation, and in accordance with Austrian market practice, Vonovia SE or its brokers may purchase, or conclude agreements to purchase, conwert Immobilien Invest SE shares, directly or indirectly, outside of the scope of the intended takeover offer, before, during or after the period in which the takeover offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for conwert Immobilien Invest SE 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 Austria or any other relevant jurisdiction. Contact: Vonovia SE Rene Hoffmann Head of Investor Relations Telephone: +49(0)234 314 - 1629 [email protected] Disclosing person according Durchführungsverordnung (EU) 2016/1055 u.a.: Rolf Buch, Chief Executive Officer of Vonovia SE 05.09.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Vonovia SE Philippstraße 3 44803 Bochum Germany Phone: +49 234 314 2384 Fax: +49 234 314 888 2384 E-mail: [email protected] Internet: www.vonovia.de ISIN: DE000A1ML7J1 WKN: A1ML7J Indices: DAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News-Service ---------------------------------------------------------------------------