News
10/31/2013
Deutsche Wohnen public exchange offer for GSW successful
- GSW shareholders approve combination with Deutsche Wohnen AG
- 75 percent acceptance ratio reached
Frankfurt am Main/Berlin, 31 October 2013. Deutsche Wohnen AG announces that, with the end of the regular acceptance period at midnight (CET) on 30 October 2013, more than 75 percent of GSW Immobilien AG (GSW) shareholders have accepted the voluntary public exchange offer submitted by Deutsche Wohnen. The previously specified minimum acceptance ratio of 75 percent of all outstanding GSW shares has therefore been reached. As a consequence the two companies can now continue with their planned combination.
Michael Zahn, Chief Executive Officer of Deutsche Wohnen AG, stated: 'First of all, we are pleased with the great result. We have been given a clear mandate by both shareholder groups. We will now focus our full attention and energy on the combination of the two companies.”
The final result including the definitive tender ratio is expected to be available 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 and end at midnight (CET) on 18 November 2013.
The combination of Deutsche Wohnen and GSW 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).
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 shares. The final terms and further provisions regarding the public takeover offer are disclosed in the offer document, the publication of which 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 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 shares may not be offered within the USA. There is no public offering of the Deutsche Wohnen 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.
To the extent 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 they 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 materially differ from those contained in or expressed by such forward-looking statements.