28.10.2015
Fair Value REIT-AG DE000A0MW975
DGAP-Adhoc: Fair Value REIT-AG: Joint Statement of the Management Board and the Supervisory Board in accordance with Section 27 WpÜG approved
Fair Value REIT-AG / Key word(s): Miscellaneous
28.10.2015 09:44
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Ad hoc notification pursuant to Section 15 of the German Securities Trading
Act
(published on 28 October 2015)
Joint Statement of the Management Board and the Supervisory Board in
accordance with Section 27 WpÜG approved
Fair Value REIT-AG
Leopoldstraße 244
80807 Munich
Germany
WKN: A0MW97
ISIN: DE000A0MW957
Munich, 28 October 2015. The Management Board and the Supervisory Board of
Fair Value REIT-AG ("Fair Value") today unanimously approved the joint
reasoned statement in accordance with Section 27 para. 1 German Securities
Acquisition and Takeover Act ("WpÜG") on the voluntary public takeover
offer of DEMIRE Deutsche Mittelstand Real Estate AG ("DEMIRE") dated 14
October 2015.
The Management Board and the Supervisory Board welcome the offer and again
explicitly welcome the possibility to take the next growth step in form of
the combination with DEMIRE and to build the leading German commercial
player with a focus on German secondary locations.
The Management Board and the Supervisory Board believe that the offered
consideration of two (2) DEMIRE shares for one (1) Fair Value share, with
regard to the premium on the stock exchange price and the EPRA NAV of Fair
Value represented by it, is fair, subject to the completion of the
acquisition of the T6 portfolio and the materialization of the underlying
assumptions at DEMIRE.
The Management Board and the Supervisory Board point out that the fairness
of the consideration depends on the completion of the acquisition of the T6
portfolio. In the event that the acquisition of the T6 portfolio will not
be effectively completed or the addition of the T6 portfolio will not
result in the expected increase of DEMIRE's equity in the amount of EUR
43.5 million, Fair Value shareholders who accept the Offer would, with
respect to the pro-rata equity represented by the DEMIRE share, be diluted
or the premium would be lower if in the event of the addition of the T6
Portfolio the effect on the equity was below the expected amount of EUR
43.5 million.
Since the Management Board and the Supervisory Board are not familiar with
the agreements regarding the acquisition of the T6 portfolio and the
provisions regarding the acquisition are not known to them, the Management
Board and the Supervisory Board cannot conclusively assess, if and when and
under which prerequisites the completion and transfer of the T6 portfolio
to DEMIRE will occur. For this reason, the Management Board and the
Supervisory Board recommend to accept the offer only if and when the
completion of the acquisition of the T6 portfolio has been announced by
DEMIRE and the shareholders have assured themselves, based on such
announcement, that the increase of the equity expected as an effect of the
completion of the acquisition of the T6 portfolio has materialized and that
the final terms of the acquisition of the T6 Portfolio are not material
adverse for DEMIRE.
The Management Board
- End of the notification -
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Additional Information
The Management Board and the Supervisory Board point out that each Fair
Value shareholder taking into consideration the general circumstances and
their personal estimates regarding the future performance of the Target
Company, the share price, and the value of Fair Value shares must make its
own decision whether to accept the offer and, if so, for how many of their
Fair Value shares. The Management Board and the Supervisory Board recommend
to the Fair Value shareholders to carefully read the joint statement and
the bidder's offer document.
The complete joint statement of the Management Board and the Supervisory
Board of Fair Value REIT-AG in accordance with Section 27 WpÜG is available
as of today, 28 October 2015, on the website of Fair Value REIT-AG at
www.fvreit.de under the heading Investor Relations - Takeover Offer. In
addition, the joint statement of the Management Board and the Supervisory
Board is also available at the address Leopoldstraße 244, 80807 Munich,
Germany for free distribution. Reference is made to this through a notice
published in the Federal Gazette.
It is explicitly pointed out that the statements in this ad hoc
notification are not explanations of or supplements to the statements in
the joint statement of the Management Board and the Supervisory Board and
that solely the joint statement in accordance with Section 27 WpÜG is
authoritative. The statement in accordance with Section 27 WpÜG is
published in German and in English. Only the German versions shall be
authoritative.
28.10.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Fair Value REIT-AG
Leopoldstraße 244
80807 München
Germany
Phone: +49 (0)89 9292 815-01
Fax: +49 (0)89 9292 815-15
E-mail: [email protected]
Internet: www.fvreit.de
ISIN: DE000A0MW975
WKN: A0MW97
Indices: RX REIT All Share Index, RX REIT Index
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart
End of Announcement DGAP News-Service
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