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Deutsche Wohnen AG and GSW Immobilien AG conclude Business Combination Agreement

DGAP-Ad-hoc: Deutsche Wohnen AG and GSW Immobilien AG conclude Business Combination Agreement

Deutsche Wohnen AG / Key word(s): Offer
14.10.2013 18:27

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


Deutsche Wohnen AG and GSW Immobilien AG conclude Business Combination Agreement.

Frankfurt (Main) / Berlin, October 14, 2013. On the basis of resolutions by the management board and supervisory board of the two companies, Deutsche Wohnen AG (Deutsche Wohnen) and GSW Immobilien AG (GSW) concluded an agreement today regarding the exchange offer made to the GSW shareholders by Deutsche Wohnen. This Business Combination Agreement contains provisions concerning the future strategy and structure of the combined group. Pursuant thereto, the existing strategy, i.e. the long-term value-driven management of real estate portfolios, shall be maintained and an internal integration project shall be launched for the purpose of successfully combining the two groups.

Subject to its corporate responsibilities, GSW will support Deutsche Wohnen's takeover offer. Specifically, within the legal requirement to issue a statement pursuant to section 27 para. 1 German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), the management board of GSW will confirm that, in its opinion, the nature and amount of the consideration offered by Deutsche Wohnen is fair and adequate for GSW shareholders and will confirm that it thus supports the exchange offer and that it recommends the acceptance thereof by the GSW shareholders. After all, the parties undertook toward each other that they will until the takeover offer has been completed conduct their business in a manner that will not have a material adverse effect on the value of the GSW or the Deutsche Wohnen group.

The agreement further provides that the management board of Deutsche Wohnen, subject to its corporate responsibilities, will aim to permanently increase the dividends payable, starting with the dividend payable for the fiscal year 2014 (including), by Deutsche Wohnen to its shareholders from the current level of approximately 50% of funds from operations (FFO) (without disposals) to approximately 60% of the FFO (without disposals). The scheduled payout ratio of approximately 50% of the FFO (without disposals) for the fiscal year 2013 remains unaffected.
Following the completion of the exchange offer, the management board of Deutsche Wohnen and the management board of GSW will, subject to their corporate responsibilities, use their best efforts to ensure that the supervisory board of Deutsche Wohnen appoints Mr. Andreas Segal and Mr. Jörg Schwangenscheidt as members of the management board of Deutsche Wohnen, and that the terms and conditions of their current management board contracts are also transferred to Deutsche Wohnen. Michael Zahn will maintain his position as chief executive officer (CEO). Following the completion of the exchange offer, the management board of Deutsche Wohnen will, subject to its corporate responsibilities, use its best efforts to ensure that one member of the supervisory board of GSW be elected a member of the supervisory board of Deutsche Wohnen for a standard term of office, or is appointed by court order in accordance with section 104 German Stock Corporation Act (Aktiengesetz) if a currently appointed shareholder representative resigns voluntarily.

Given Deutsche Wohnen shareholders' approval of the resolutions on the capital increases for the issuance of new Deutsche Wohnen shares for purpose of the exchange offer at the extraordinary general meeting on September 30, 2013 (each of which were approved with 99.49% of the votes), Deutsche Wohnen regards the conclusion of this agreement and GSW's present support for the takeover offer as another crucial step towards the successful completion of the exchange offer. As announced, the period during which GSW shares can be exchanged for Deutsche Wohnen shares ends at midnight on October 30, 2013. Provided that the exchange offer is successful, closing may occur before the end of this year.

This publication is neither an offer to exchange nor a solicitation of an offer to exchange GSW Immobilien AG shares. Moreover, the publication is neither an offer to purchase nor a solicitation to purchase Deutsche Wohnen AG shares. The final terms and further provisions regarding the public takeover offer are disclosed in the offer document that has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of GSW Immobilien AG shares are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as they contain or will contain important information.

Subject to the exceptions described in the offer document, a public takeover offer is not being made directly or indirectly, in or into the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The takeover offer is carried out under exclusion of the use of the mails or any other means or instruments of interstate or foreign commerce (inter alia, transmission by facsimile, telephone or internet) in the USA and under exclusion of any facility of a national securities exchange of the USA. Accordingly, the sending or any other distribution of this announcement or any other accompanying document by mail, their forwarding or transmission in or into the USA or any other jurisdiction, where to do so would constitute a violation of the laws of such jurisdiction, is not permitted.

The Deutsche Wohnen AG shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the USA. Therefore, subject to certain exceptions, Deutsche Wohnen AG shares may not be offered within the USA. There is no public offering of the Deutsche Wohnen AG shares in the USA.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, Deutsche Wohnen AG or its brokers may purchase, or conclude agreements to purchase, GSW Immobilien AG shares, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance or any additional acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for GSW Immobilien AG shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.

Insofar as this document contains forward-looking statements, these do not represent facts and are characterized by words such as 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar words. Such statements express the intentions, opinions or current expectations of Deutsche Wohnen AG and persons acting in concert with it. Such forward-looking statements are based on current plans, estimates and forecasts that Deutsche Wohnen AG and the persons acting in concert with it have made to the best of their 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 generally cannot be influenced by Deutsche Wohnen AG or persons acting in concert with it. It should be noted, that future events and developments could considerably deviate from those contained in these forward-looking statements.

+49 (0)30 / 897 86 - 551

14.10.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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Language:     English
Company:      Deutsche Wohnen AG
              Pfaffenwiese 300
              65929 Frankfurt
Phone:        +49 (0)30 89786-0
Fax:          +49 (0)30 89786-507
ISIN:         DE000A0HN5C6, DE0006283302
WKN:          A0HN5C, 628330
Indices:      MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart  
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