DGAP-Adhoc: Vonovia SE: Acquisition of 69.30% of voting rights in Hembla AB
DGAP-Ad-hoc: Vonovia SE / Key word(s): Mergers & Acquisitions
Vonovia SE: Acquisition of 69.30% of voting rights in Hembla AB
23-Sep-2019 / 07:00 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, 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. THIS PUBLICATION IS NEITHER AN OFFER TO BUY OR SELL NOR AN INVITATION TO TENDER OR OFFER TO BUY OR SELL SHARES.
Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse
*** Mergers and Acquisitions ***
Vonovia SE: Acquisition of 69.30% of voting rights in Hembla AB
Bochum, 23 September 2019
Vonovia SE, through its wholly-owned subsidiary HomeStar InvestCo AB, ("Vonovia") today entered into an agreement with Vega Holdco S.à r.l., an entity wholly owned by real estate funds advised by The Blackstone Group Inc., on the acquisition by Vonovia of approximately 69.30% of the voting rights and approximately 61.19% of the share capital in Hembla AB (publ) ("Hembla") (the "Transaction"). Hembla's class B shares are listed on Nasdaq Stockholm, Mid Cap. The consummation of the Transaction is subject to clearance by the merger control authorities, which is only expected to be required in Sweden.
Through the Transaction, Vonovia will become the owner of 6,136,989 class A shares and 50,722,985 class B shares in Hembla. The parties agreed to a purchase price per share of SEK 215.00 (regardless of share class), corresponding to a premium of 11.5% compared to the closing price for the class B shares on Nasdaq Stockholm on 20 September 2019 and a premium of 15.6% compared to the volume-weighted average share price for the class B shares on Nasdaq Stockholm in the last three months. The total purchase price for all shares in the Transaction is SEK 12,224,894,410.00 (which as of today corresponds to approximately EUR 1.142 billion). The purchase price will be settled predominantly in Euro at the official SEK/EUR rate set by the Swedish Riksbank as per today, 23 September 2019.
When the Transaction becomes unconditional, i.e. upon antitrust clearance, which is expected in October or November 2019, the Transaction will, in accordance with Chapter 3, Section 1 of the Swedish Takeover Act (2006:451) (the "Takeover Act"), trigger an obligation of Vonovia to launch a mandatory public offer for the remaining shares in Hembla (the "Offer"). The Offer shall, according to the Takeover Act, be launched within four weeks from when the Transaction becomes unconditional. Vonovia will make a public announcement when clearance by the merger control authorities has been obtained and the Transaction thereby becomes unconditional and will, following a formal board resolution in Vonovia, launch the Offer within the relevant time frame set out in the Takeover Act, and on terms compliant with Swedish takeover rules.
After last year's acquisition of Victoria Park AB, Vonovia continues its international expansion strategy in the Swedish residential market.
This publication is neither an offer to buy or sell nor an invitation to tender or offer to buy or sell shares.
The potential Offer referred to in this ad hoc announcement, will, if launched, not be made to persons whose participation in such 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 ad hoc announcement 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 ad hoc announcement (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. Vonovia, 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 potential Offer, if launched, resulting directly or indirectly from a violation of these restrictions may be disregarded.
The potential Offer will not be made, directly or indirectly, in or into, Australia, Canada, Hong Kong or Japan 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 or Japan. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. It will not be possible to accept the potential Offer, if launched, and shares may not be tendered in the potential Offer by any such use, means, instrumentality or facility of, or from within Australia, Canada, Hong Kong or Japan or by persons located or resident in Australia, Canada, Hong Kong or Japan. Accordingly, this ad hoc announcement and any documentation related to the potential Offer are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Canada, Hong Kong or Japan or to any Australian, Canadian, Hong Kong or Japanese person or any persons located or resident or with a registered address in Australia, Canada, Hong Kong or Japan. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong or Japan must not forward this ad hoc announcement or any other document received in connection with the potential Offer, if launched, to such persons.
In connection with the potential Offer, and subject to the obligation to make the Offer being triggered, an offer document will be filed with and published by the Swedish Financial Supervisory Authority. Shareholders of Hembla AB should read the offer document carefully when it becomes available, since it will contain important information about the Transaction. Shareholders of Hembla AB may obtain free copies of the offer document, any amendments or supplements thereto and other documents containing important information about the Transaction, from a website, which Vonovia will publish in due course in accordance with Swedish law.
To the extent this ad hoc announcement 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 Transaction or the potential Offer for Hembla AB, for those shareholders of Hembla AB who choose not to accept the potential Offer, if launched, or for future financial results of Hembla 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.
Head of Investor Relations
Telephone: +49(0)234 314 - 1629
Head of Corporate Communications
Telephone +49(0)234 314 - 1149
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877663 23-Sep-2019 CET/CEST
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