03.05.2018
Vonovia SE DE000A1ML7J1
DGAP-News: Vonovia SE: Vonovia announces public cash offer to the shareholders in Victoria Park - Independent Bid Committee recommends the offer, Management supportive
DGAP-News: Vonovia SE / Key word(s): Offer/Expansion
Vonovia SE: Vonovia announces public cash offer to the shareholders in
Victoria Park - Independent Bid Committee recommends the offer, Management
supportive (news with additional features)
03.05.2018 / 07:02
The issuer is solely responsible for the content of this announcement.
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Vonovia announces public cash offer to the shareholders in Victoria Park -
Independent Bid Committee recommends the offer, Management supportive
- Europe's leading residential housing company to expand into Sweden
- Victoria Park's strategy of attractive living space at affordable prices
perfectly fits Vonovia's business model
- Vonovia offers SEK 38.00 in cash for each Class A and Class B share and
SEK 316.00 in cash for each preference share in Victoria Park, for a total
value of approximately SEK 9,555 million
Bochum, 3 May 2018 - Vonovia SE ("Vonovia") has announced a recommended
public cash offer to the shareholders of the Swedish property company
Victoria Park AB ("Victoria Park") for a total amount of SEK 9,555 million.
This comes after Victoria Park AB rejected a takeover offer from US
investment company Starwood Capital. Victoria Park's Independent Bid
Committee has unanimously recommended the Vonovia offer to all shareholders
of Victoria Park and the company's management has supported Vonovia's
proposal. Vonovia owns a portfolio of around 394,000 residential homes
predominantly in German urban areas and pursues a long-term strategy of
responsible housing for its approximately 1 million tenants.
"We are very excited about entering the Swedish market for the first time,
and we are particularly happy that we identified Victoria Park as a company
that follows the same business principles", said Rolf Buch, CEO of Vonovia.
"When we were made aware of the situation by Victoria Park's financial
adviser and we started to consider an amicable offer to Victoria Park's
shareholders, we realized that the company's management is like-minded, and
that we share the same business philosophy - strong investment in housing
for the long-term benefit of tenants. Our way of managing our 394,000
residential homes in a socially responsible way has at the same time proven
to be a very attractive investment for our shareholders. We are determined
to continue to deliver the same high quality and living standard to all our
tenants - in Sweden as well as in Germany and Austria."
Victoria Park's business model and strategy are complementary to Vonovia's
in many ways and will provide Vonovia with an opportunity to enter the
attractive residential real estate market in Sweden. The Swedish residential
market functions in similar ways and under similar regulatory and operating
frameworks as in Germany. After Victoria Park's management invited Vonovia
to make an alternative bid for the company, Vonovia has decided to offer
Victoria Park shareholders a friendly and more compelling offer than that
presented by Starwood Capital.
Victoria Park's CEO Per Ekelund said: "I am convinced that a combination of
Victoria Park with Vonovia has a strong strategic rationale. More
importantly, both companies follow a long-term course where the tenant's
satisfaction is a central management goal. Vonovia has demonstrated over the
past years how to expand its footprint to become a European leader and still
pursue a philosophy of attractive homes for tenants at affordable prices.
The management therefore supports the offer and is pleased that the
independent bid committee has recommended that our shareholders accept
Vonovia's offer."
Vonovia's strategy
After two acquisitions in Austria and after entering into a strategic
partnership in France, this is Vonovia's next step into a non-German market
which shows strong similarities with, and is part of an international
expansion strategy beyond, its core market Germany.
The roots of Vonovia's business go back well into the last century, when
affordable residential homes were built for workers and civil servants.
About 20 years ago, private equity investors entered the market by acquiring
part of this traditional German stock and set up highly leveraged real
estate businesses. When Vonovia (previously known as Deutsche Annington) was
floated on the Frankfurt Stock Exchange in 2013, the then and current
management changed the company's strategy for a long-term, sustainable and
responsible business.
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 to existing buildings. Vonovia entered Germany's
prime Index DAX in September 2015. The company is also listed on the
international indices STOXX Europe 600, MSCI Germany, GPR 250 and
EPRA/NAREIT Europe.
Victoria Park is a leading listed property company, which, through long-term
management and social responsibility for more attractive living, creates
value in an expanding property portfolio in growth districts in Sweden. The
company owns and operates a high-quality portfolio of 13,700 residential
units in the Swedish metropolitan areas of Stockholm, Malmö and Gothenburg.
The shares in Victoria Park are listed for trading on Nasdaq Stockholm Mid
Cap.
Offer recommended to Victoria Park's shareholders
Victoria Park's Independent Bid Committee bases its recommendation to accept
Vonovia's offer on an overall assessment of a number of factors, including
Victoria Park's present position, expected future development in the light
of its business plan based on its proven growth model, the evaluation made
in connection with the Starwood Offer and the analysis made by Handelsbanken
Capital Markets before issuing its fairness opinion relating to the Starwood
Offer. Shareholders in Victoria Park, holding in aggregate 31.82 per cent of
the total number of shares and 37.31 per cent of the votes in Victoria Park,
have irrevocably undertaken to accept the Offer or signed Call Options which
allow Vonovia to purchase their shares at a later point in time.
For Victoria Park's Class A shares, the offer represents a premium of 11.8
per cent compared to Starwood Capital Group's offer announced on 1 April
2018, and 19.5 per cent compared to the closing price of SEK 31.80 on Nasdaq
Stockholm on 29 March 2018 (being the last trading day prior to the
announcement of the Starwood Offer on 1 April 2018). For the Class B shares,
the offer represents a premium of 11.8 per cent compared to the Starwood
Offer announced on 1 April 2018 and 19.9 per cent compared to the closing
price of SEK 31.70 on Nasdaq Stockholm on 29 March 2018. For more details,
please see Vonovia's formal announcement.
The acceptance period for the Offer is expected to commence on or around 25
May 2018 and to expire on or around 18 June 2018. Settlement is expected to
take place on or around 28 June 2018. Completion of the Offer is conditional
on the acceptance of more than 50 per cent of the total number of votes of
the Company (on a fully diluted basis), including all Call Option shares,
and other customary conditions which are outlined in detail in Vonovia's
formal announcement.
This is not the formal announcement of the Offer for Victoria Park. The
formal announcement of the Offer, which has been drawn up and made public in
accordance with Swedish laws and regulations, is available at
http://en.vonovia-k.de
About Vonovia
Vonovia SE is Germany's leading nationwide residential real estate company.
Vonovia currently owns and manages around 394,000 residential units
predominantly in Germany's attractive cities and regions. Its portfolio is
worth approximately EUR 38.5 billion. 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 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 approximately 9.500
employees.
Important Information:
Approval: Regulated Market / Prime Standard, Frankfurt Stock Exchange
ISIN: DE000A1ML7J1
WKN: A1ML7J
Common code: 094567408
Registered headquarters of Vonovia SE: Bochum, Germany, Bochum Local
Court, HRB 16879
Registered address of Vonovia SE: Universitätsstraße 133, 44803 Bochum,
Germany
Important Information
The Offer referred to in this press release and as further described in
Vonovia's formal offer announcement pursuant to Swedish law, is not being
made to persons whose participation in the Offer requires that any
additional offer document is prepared or registration effected or that any
other measures are taken in addition to those required under Swedish law.
This press release is not being published in or distributed to or into and
must not be mailed or otherwise distributed or sent in or into any country
in which the distribution or offering would require any such additional
measures to be taken or would be in conflict with any law or regulation in
such country. Persons who receive this press release (including, without
limitation, nominees, trustees and custodians) and are subject to the law of
any such jurisdiction will need to inform themselves about, and observe, any
applicable restrictions or requirements. Any failure to do so may constitute
a violation of the securities laws of any such jurisdiction. Deutsche
Annington Acquisition Holding GmbH, to the fullest extent permitted by
applicable law, disclaims any responsibility or liability for the violations
of any such restrictions by any person. Any purported acceptance of the
Offer resulting directly or indirectly from a violation of these
restrictions may be disregarded.
The Offer is not being made and will not be made, directly or indirectly, in
or into, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or
by use of mail or any other means or instrumentality of interstate or
foreign commerce, or of any facilities of a national securities exchange, of
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. This
includes, but is not limited to facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic transmission.
The Offer cannot be accepted and shares may not be tendered in the Offer by
any such use, means, instrumentality or facility of, or from within
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or by
persons located or resident in Australia, Canada, Hong Kong, Japan, New
Zealand or South Africa. Accordingly, this press release and any
documentation related to the Offer are not being and should not be mailed or
otherwise transmitted, distributed, forwarded or sent in or into Australia,
Canada, Hong Kong, Japan, New Zealand or South Africa or to any Australian,
Canadian, Hong Kong, Japanese, New Zealand or South African persons or any
persons located or resident or with a registered address in Australia,
Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers,
dealers and other nominees holding shares for persons in Australia, Canada,
Hong Kong, Japan, New Zealand or South Africa must not forward this press
release or any other document received in connection with the Offer to such
persons.
In connection with the Offer, an offer document will be filed with and
published by the Swedish Financial Supervisory Authority. Shareholders of
Victoria Park AB should read the offer document carefully when it becomes
available, since it will contain important information about the
transaction. Shareholders of Victoria Park AB may obtain free copies of the
offer document, any amendments or supplements thereto and other documents
containing important information about the transaction, from Vonovia's
website (http://en.vonovia-k.de ).
To the extent this press release contains 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, for example with regard to the
potential consequences of the Offer for Victoria Park AB, for those
shareholders of Victoria Park AB who choose not to accept the Offer or for
future financial results of Victoria Park AB. Such forward-looking
statements are based on current plans, estimates and forecasts which Vonovia
has made to the best of its 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 Vonovia. 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.
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Additional features:
Document: http://n.eqs.com/c/fncls.ssp?u=MRBBQKMDXS
Document title: Vonovia announces public cash offer to the shareholders in
Victoria Park - Independent Bid Committee recommends the offer, Management
supportive
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03.05.2018 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
Universitätsstraße 133
44803 Bochum
Germany
Phone: +49 234 314 1609
Fax: +49 234 314 2995
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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681903 03.05.2018
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