News
10/31/2013
Takeover offer GSW Immobilien AG – Minimum acceptance threshold exceeded
Frankfurt am Main/Berlin, 31 October 2013. Deutsche Wohnen AG (Deutsche Wohnen) announces in connection with the voluntary public takeover offer (the Offer) for GSW Immobilien AG (GSW) by Deutsche Wohnen that the 75 percent minimum acceptance condition has been met. Deutsche Wohnen expects to publish a final announcement with the definitive tender ratio on 4 November 2013.
GSW shareholders who have not accepted the Offer within the acceptance period may still accept the Offer within the additional acceptance period that is expected to commence on 5 November 2013 and end at 24:00 hours (Frankfurt am Main local time) on 18 November 2013.
Important information
This announcement is neither an offer to exchange nor a solicitation of an offer to exchange GSW-Shares. Moreover, the announcement is neither an offer to purchase nor a solicitation to purchase Deutsche Wohnen-Shares. The final terms and further provisions regarding the public takeover offer have been disclosed in the offer document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of GSW-Shares are strongly recommended to read the offer document and all documents in connection with the public takeover offer, since they contain important information.
Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, 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 the laws of such jurisdiction. The takeover offer will be 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 is not permitted.
The Deutsche Wohnen-Shares have not been nor will they 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-Shares must not be offered or sold within the USA or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. There will be no registration of the Deutsche Wohnen-Shares mentioned herein pursuant to the relevant laws in the USA. There will be no public offering in the USA. Subject to certain exceptions, Deutsche Wohnen-Shares must not be sold, or offered, to persons 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-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-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 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 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.