17.11.2016
Vonovia SE DE000A1ML7J1
DGAP-News: Vonovia SE launches public offer for conwert shares
DGAP-News: Vonovia SE / Key word(s): Real Estate/Acquisition
Vonovia SE launches public offer for conwert shares
17.11.2016 / 07:02
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 OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF
SUCH JURISDICTION. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO EXCHANGE OR
PURCHASE NOR A SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE SHARES.
Vonovia launches public offer for conwert shares
- conwert shareholders can tender their shares from tomorrow start of
trading at the Vienna Stock Exchange until 19 December 2016, 17:00 CET.
- Vonovia commits to offer 0.496645 new Vonovia shares per conwert share,
or an alternative cash consideration of EUR 16.16 per conwert share.
- Vonovia has sufficient resources in place to finance the transaction.
Even in an all-cash acceptance there will be no need to raise new
equity.
Bochum, 17. November 2016 - Further to the announcement on 5 September 2016
Vonovia SE ("Vonovia") published today the offer document for its voluntary
public takeover offer for all shares in conwert Immobilien Invest SE
("conwert").
Subject to the terms and conditions set out in the offer document, Vonovia
offers a cash consideration of EUR 16.16 per conwert share. As an
alternative, Vonovia offers conwert shareholders 0.496645 new Vonovia
shares per conwert share. This corresponds to the initially announced
exchange ratio of 74 Vonovia shares for 149 conwert shares.
Vonovia presents its offer for the acquisition of conwert as announced and
has sufficient resources in place to finance the transaction. Even in an
all-cash acceptance there will be no need to raise new equity.
The offer period will start tomorrow with the start of trading at the
Vienna Stock Exchange and is scheduled to expire at 17:00 hours CET on 19
December 2016. Within this period, the initial acceptance period, the
shareholders of conwert can accept the offer and tender their shares in
conwert. UniCredit Bank Austria AG, Vienna, will act as settlement agent
with regard to the takeover offer.
conwert continues to support the public offer and, subject to the legally
required review and assessment duties, takes a positive stance on the
offer.
The takeover is subject to reaching the mandatory minimum acceptance
threshold of 50% plus one share of all conwert shares at the time of expiry
of the acceptance period. Under the terms of the offer, this mandatory
acceptance threshold cannot be waived nor reduced. The success of the offer
will depend on a sufficient number of conwert shareholders accepting the
offer during the initial acceptance period.
Vonovia has already received tender commitments for a total of 27.2%[1] of
conwert shares including 25.7% of conwert shares held by Adler Real Estate
AG and 1.5% of treasury shares held by conwert.
The planned takeover has been cleared by the Austrian Federal Competition
Authority and the German Federal Cartel Office.
The offer document is now available at http://en.vonovia-offer.de.
About Vonovia
Vonovia SE is Germany's leading nationwide residential real estate company.
Vonovia currently owns and manages around 340,000 residential units in all
of Germany's attractive cities and regions. Its portfolio is worth
approximately EUR 24 billion. An additional 54,000 or so third-party
apartments are also managed by Vonovia. As a modern service company,
Vonovia focuses on customer orientation and tenant satisfaction. Offering
tenants affordable, attractive and livable homes is a prerequisite for the
company's successful development. Accordingly, Vonovia makes long-term
investments in the maintenance, modernization and senior-friendly
conversion of its properties. The company will also be creating more and
more new apartments by realizing infill developments and adding on to
existing buildings.
The company, which is based in Bochum, has been listed on the stock
exchange since 2013 and on the DAX 30 since September 2015. Vonovia SE is
also listed on the international indices STOXX Europe 600, MSCI Germany,
GPR 250 and EPRA/NAREIT Europe. Vonovia has a workforce of 6,900 employees.
Additional Information:
Approval: Regulated Market / Prime Standard, Frankfurt Stock Exchange
ISIN: DE000A1ML7J1
WKN: A1ML7J
Common code: 094567408
Registered headquarters of Vonovia SE: Münsterstraße 248, 40470 Düsseldorf,
Germany
Business address of Vonovia SE: Philippstraße 3, 44803 Bochum, Germany
This press release has been issued by Vonovia SE (Vonovia) solely for
information purposes. Moreover, it is neither an offer to exchange, sell or
purchase nor a solicitation to exchange, sell or purchase Vonovia shares or
shares of conwert Immobilien Invest SE (conwert). 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 as bidder reserves the right to deviate from the
basic terms presented herein in the final terms and provisions. Investors
and holders of conwert shares are strongly recommended to review the offer
document and all other documents related to the takeover offer, as they
will contain important information. The voluntary public takeover offer
will be conducted solely on the basis of the applicable provisions of the
Austrian law, especially the Austrian Takeover Code. It will not be
conducted in accordance with the legal provisions of jurisdictions other
than Austria.
This press release may contain statements, assumptions, opinions and
predictions about the anticipated future development of Vonovia ("forward-
looking statements") that reproduce various assumptions regarding results
derived from Vonovia's current business or from publicly available sources
that have not been subject to an independent audit or in-depth evaluation
by Vonovia and that may turn out to be incorrect at a later stage. All
forward-looking statements express current expectations based on the
current business plan and various other assumptions and therefore come with
risks and uncertainties that are not insignificant. All forward-looking
statements should not therefore be taken as a guarantee for future
performance or results and, furthermore, do not necessarily constitute
appropriate indicators that the forecast results will be achieved. All
forward-looking statements relate solely to the day on which this press
release was issued to its recipients. It is the responsibility of the
recipients of this press release to conduct a more detailed analysis of the
validity of forward-looking statements and the underlying assumptions.
Vonovia accepts no responsibility for any direct or indirect damages or
losses or subsequent damages or losses, as well as penalties that the
recipients may incur by using the press release, its contents and, in
particular, all forward-looking statements or in any other way, as far as
this is legally permissible. Vonovia does not provide any guarantees or
assurances (either explicitly or implicitly) in respect of the information
contained in this press release. Vonovia is not obliged to update or
correct the information, forward-looking statements or conclusions drawn in
this press release or to include subsequent events or circumstances or to
report inaccuracies that become known after the date of this press release.
The shares referenced herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (Securities Act), or with any
securities regulatory authority of any state or any other jurisdiction of
the USA. Securities may only be offered or sold within the USA pursuant to,
or in a transaction not subject to or exempt from, the registration
requirement of the Securities Act. There will be no public offering in the
USA. If Vonovia shares may in Vonovia'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 offer will receive, in lieu of
Vonovia shares to which it would otherwise be entitled the net cash
proceeds of the sale of such Vonovia shares in euro.
[1] Based on a total number of conwert shares including treasury shares of
101,906,213.
Klaus Markus
Head of Corporate Communi-cations
Phone +49 234 / 314 - 1149
[email protected]
Rene Hoffmann
Head of Investor Relations
Phone +49 234 / 314 - 1629
[email protected]
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17.11.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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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 News DGAP News Service
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