Vonovia SE: Takeover offer for Deutsche Wohnen


DGAP-News: Vonovia SE / Key word (s): Miscellaneous
07/23/2021 / 17:41
The issuer is solely responsible for the content of this announcement.


Takeover offer for Deutsche Wohnen – minimum shareholder approval of 50% will probably not be achieved

– The admission rate is currently 47.62 percent

– Promise to Vonovia’s tenants in Berlin still applies: rent increase limit until 2026. Also focus on new construction and continuation of the talks on the sale of apartments to the State of Berlin

Bochum, July 23, 2021 – Vonovia SE’s (“Vonovia”) public takeover offer for Deutsche Wohnen SE (“Deutsche Wohnen”) is not expected to receive the necessary approval from Deutsche Wohnen shareholders by the end of the voting period on July 21, 2021 (taking into account Vonovia Deutsche Wohnen shares already held), around 47.62% of Deutsche Wohnen shares were tendered. Until the end of the rebooking period, 6 p.m. today, there will probably be no more bookings worth mentioning. Therefore, one essential condition for the completion of the Offer is unlikely to be met. A significant proportion of Deutsche Wohnen’s shareholders are currently hedge funds and also index funds, which may only be traded after the minimum acceptance rate has been reached and all closing conditions have been met. The final result is expected to be published on July 26, 2021.

Rolf Buch, CEO of Vonovia: “Our proposal to merge Deutsche Wohnen with Vonovia met with broad approval. We consider a merger of the two companies to be economically and socio-politically sensible and the most effective solution for the great challenges facing society. Unfortunately, too few of the current shareholders of Deutsche Wohnen have given up their shares. “

Vonovia continues to see the merger of the two companies as strategically convincing. “We will now carefully examine all options that arise, including, for example, the sale of Deutsche Wohnen shares already held by Vonovia, the submission of a further public offer or the acquisition of further Deutsche Wohnen shares”, says Rolf Buch.

The promise to Vonovia’s tenants in Berlin continues to apply: rent increase limit until 2026.

As part of the public takeover offer and in the event of a merger, Vonovia and Deutsche Wohnen have submitted a comprehensive offer to the State of Berlin. This envisaged a limit on the rent increase; a promise to build new apartments in Berlin, especially for young families; and the offer to contribute apartments from the current stock to expand the municipal housing stock.

Rolf book: “As the market leader, we take our social responsibility and our reliability seriously. Therefore, we will continue the talks with the State of Berlin, as far as this is possible on its own, even without the merger with Deutsche Wohnen, relying on the announced limit on rent increases until 2026. The other aspects of the offer – the construction of new apartments and the supply for Berlin to be able to acquire housing stock – we will continue to discuss with the relevant parties. “

About Vonovia

Vonovia SE is Europe’s leading private residential real estate company. Vonovia currently owns around 415,000 residential units in all attractive cities and regions in Germany, Sweden and Austria. It also manages around 72,500 apartments. The portfolio is valued at around € 59.0 billion. As a modern service provider, Vonovia focuses on customer orientation and tenant satisfaction. Offering affordable, attractive and livable homes to tenants is a prerequisite for the successful development of the company. Vonovia is therefore investing in the maintenance, modernization and senior-friendly renovation of its properties over the long term. In addition, the company is creating more and more new apartments by adding fillings and completing existing buildings.

The company, based in Bochum, has been listed on the stock exchange since 2013. Vonovia has been listed in the DAX 30 since September 2015 and in the EURO STOXX 50 since September 2020. Vonovia SE is also part of other national and international indices, including DAX 50 ESG, Dow Jones Sustainability Index Europe, STOXX Global ESG Leaders, EURO STOXX ESG Leaders 50, STOXX Europe ESG Leaders 50, FTSE EPRA / NAREIT Developed Europe and GPR 250 World . Vonovia employs more than 10,000 people.

Additional information:

Admission: Regulated Market / Prime Standard, Frankfurt Stock Exchange
Common code: 094567408
Vonovia SE headquarters: Bochum, Germany, Bochum District Court, HRB 16879
Vonovia SE’s business address: Universitätsstrasse 133, 44803 Bochum, Germany

Important information:

This announcement is neither an offer to buy nor an invitation to submit an offer to sell shares in Deutsche Wohnen. The terms and conditions of the takeover offer and other provisions relating to the takeover offer are published in the offer document, the publication of which has been approved by the Federal Financial Supervisory Authority. Investors and holders of Deutsche Wohnen shares are strongly advised to read the offer document and all other documents relating to the takeover offer, as they contain important information.

The offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany for the implementation of such an offer. Deutsche Wohnen Shareholders who are residents of the United States should note that the Takeover Offer is in respect of securities of a company that is a foreign private issuer within the meaning of Rule 3b-4 of the Securities Exchange Act of 1934, as amended is (the “Stock Exchange Act”) and whose shares are not registered in accordance with Section 12 of the Stock Exchange Act.

The takeover offer for Deutsche Wohnen shareholders in the USA is based on the so-called “Tier II” exemption. This “Tier II” exemption enables a Bidder to meet certain material and procedural requirements of the Stock Exchange Act applicable to purchase offers by complying with the laws or customs of their home country and exempts the Bidder from complying with certain other requirements. The takeover offer is therefore subject to disclosure obligations and other procedural regulations (e.g. with regard to the right of withdrawal, acceptance period, processing and time of payment) of the Federal Republic of Germany, which differ significantly from the corresponding US laws.

The Bidder and its affiliated companies or brokers (if applicable as agents of the Bidder or its affiliated companies) can, insofar as this is permitted under the applicable laws or regulations, directly or indirectly acquire shares in Deutsche Wohnen or agreements to acquire shares outside the public domain Purchase offer before, during or after the offer period. This also applies to other securities that are convertible, exchangeable or exercisable for shares in Deutsche Wohnen. These purchases can be made on the exchange at market prices or outside the exchange on negotiated terms. If such purchases or purchase agreements are made, they are made outside of the United States and are subject to applicable law, including, where applicable, the Exchange Act. All information on such purchases will be disclosed in accordance with the laws or regulations applicable in Germany or another relevant legal system as well as on the website of the Bidder at https://de.vonovia-st.de/. Insofar as information about such purchases or sales contracts is published in Germany, this information is also deemed to have been made public in the USA. In addition, the Bidder’s financial advisors can also engage in ordinary trading in the Company’s securities, which may also include purchases or agreements to purchase such securities.

Deutsche Wohnen shareholders who have their place of residence or habitual abode in the United States (“US shareholders”) may have difficulties in enforcing their rights and claims under US securities law, since both Deutsche Wohnen and Vonovia are domiciled outside the United States and all of their respective directors and officers are resident outside the United States. US shareholders may not be able to sue a company incorporated outside the United States or its directors and officers in a court outside the United States for violations of US securities laws. In addition, there may be difficulties in enforcing judgments by a US court against a company based outside the US.

Receipt of cash under the Offer by a US shareholder may be a taxable transaction for US federal income tax purposes and under applicable state, local, foreign and other tax laws. Every holder of Deutsche Wohnen shares is urged to contact their independent professional advisor immediately regarding the tax consequences of accepting the offer. Neither Vonovia nor the persons acting jointly with Vonovia within the meaning of Section 2 (5) WpÜG, nor their respective directors, executives or employees accept any responsibility for tax consequences or liabilities resulting from acceptance of the Offer.

To the extent that this document contains forward-looking statements, these are not statements of fact and are identified by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” and similar expressions. Such statements express the intentions, opinions or current expectations of Vonovia SE. Such forward-looking statements are based on current plans, estimates and forecasts that Vonovia SE has made to the best of its knowledge, but which will not be considered correct in the future (this applies in particular to matters beyond Vonovia SE’s sphere of influence). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and, as a rule, are beyond Vonovia SE’s control. It should be taken into account that actual future results or consequences could differ materially from those expressed or contained in the forward-looking statements. It cannot be ruled out that Vonovia SE will change its intentions and assessments reflected in documents or announcements or in the offer document that is yet to be published after publication of the documents, announcements or the offer document.

Additional functions:

File: Takeover offer for Deutsche Wohnen – minimum shareholder approval of 50% will probably not be achieved

07/23/2021 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.

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