News
09/30/2013
Deutsche Wohnen AG: Deutsche Wohnen shareholders pave the way for the exchange offer to shareholders of GSW Immobilien AG
Corporate News: Deutsche Wohnen AG: Deutsche Wohnen shareholders pave the way for the exchange offer to shareholders of GSW Immobilien AG
Deutsche Wohnen AG / Key word(s): Offer
30.09.2013 / 14:03
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
Deutsche Wohnen shareholders pave the way for the exchange offer to
shareholders of GSW Immobilien AG
Frankfurt am Main/Berlin, 30 September 2013. By approving the issuance of
new shares of Deutsche Wohnen AG at today's extraordinary general meeting
in Frankfurt am Main, the shareholders of Deutsche Wohnen AG have fulfilled
a further prerequisite for the proposed takeover of GSW Immobilien AG. The
shareholders passed the required resolution for the capital increase, each
with approximately 99.5 percent of valid votes cast. A majority of at least
75 percent of the represented capital was required for the approval of the
capital increase. The increase in share capital will enable the issuance of
new Deutsche Wohnen shares that can be exchanged for the shares held by the
shareholders of GSW Immobilien AG in the context of the exchange offer.
Michael Zahn, Chief Executive Officer of Deutsche Wohnen AG, stated: 'We
are pleased about our shareholders' clear vote. Today they made an
important decision. They see the added value of the combination of the
companies. It is now the turn of GSW's shareholders. Our combined
portfolios and strong focus on the growth market Berlin will enable us to
optimally exploit our strengths and potentials.'
On 20 August 2013, Deutsche Wohnen AG had announced its submission of a
public exchange offer for all outstanding shares of GSW Immobilien AG. Upon
acceptance of the offer, each shareholder of GSW will receive 2.55 shares
of Deutsche Wohnen AG per GSW share. Today's approval through the
shareholders of Deutsche Wohnen AG has provided the basis for the proposed
takeover, namely the issuance of new shares for the exchange. Additional
details regarding the offer will be specified in the outstanding tender
offer documents.
The combination of Deutsche Wohnen and GSW Immobilien AG will create a
leading German residential property company with a portfolio of
approximately 150,000 residential units with a total value of approximately
EUR 8.5 billion (as of 30 June 2013). At the end of August the Federal
Cartel Office already announced that there are no objections against the
proposed takeover.
Deutsche Wohnen
Deutsche Wohnen is one of the largest publicly listed residential property
companies in Germany with a business focus on managing and developing its
residential property portfolio. As of 30 June 2013 the portfolio comprised
around 90,600 units in total, of which 89,500 are residential units and
1,100 are commercial properties. The company is listed in the Deutsche
Börse's MDAX and is also included in the leading indices EPRA/NAREIT and
GPR 250.
Disclaimer
This announcement is neither an offer to exchange nor a solicitation of an
offer to exchange GSW Immobilien AG shares. Moreover, the announcement 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 will be disclosed in the offer document after the
publication has been approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Furthermore,
Deutsche Wohnen AG reserves the right to deviate in the final terms of the
public takeover offer from the basic information described herein.
Investors and holders of GSW Immobilien AG shares are strongly recommended
to read the offer document and all documents in connection with the public
takeover offer as soon as they are published, since they will contain
important information.
Subject to the exceptions described in the offer document, a public
takeover offer will not be made directly or indirectly, in or into the USA
or any other jurisdiction where to do so would constitute a violation of
laws of such jurisdiction. The takeover offer will be carried out under
exclusion of the use of mail 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 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 a state or any other jurisdiction in the USA.
Therefore, subject to certain exceptions, Deutsche Wohnen AG shares may not
be offered within the USA. There will be no public offering in the USA.
To the extent permissible under applicable law or regulation, and in
accordance with normal German market practice, Deutsche Wohnen AG or its
brokers may purchase, or conclude agreements to purchase, GSW Immobilien AG
shares, directly or indirectly, out of the public takeover offer, before,
during or after the period in which the offer remains open for acceptance.
This applies to other securities which 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.
If any announcements in this document contain forward-looking statements,
such statements do not represent facts and are characterised 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 Deutsche Wohnen AG and the persons
acting together with Deutsche Wohnen AG. Such forward-looking statements
are based on current plans, estimates and forecasts which Deutsche Wohnen
AG and the persons acting together with Deutsche Wohnen AG 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 usually cannot be influenced by Deutsche
Wohnen AG or the persons acting together with Deutsche Wohnen AG. 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.
Contact:
+49 (0)30 / 89786 - 551
End of Corporate News
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Language: English
Company: Deutsche Wohnen AG
Pfaffenwiese 300
65929 Frankfurt
Germany
Phone: +49 (0)30 89786-0
Fax: +49 (0)30 89786-507
E-mail: ir@deutsche-wohnen.com
Internet: http://www.deutsche-wohnen.com
ISIN: DE000A0HN5C6, DE0006283302
WKN: A0HN5C, 628330
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
Stuttgart
End of News DGAP News-Service
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