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Deutsche Wohnen AG / Key word(s): Offer 20.08.2013 07:47 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. --------------------------------------------------------------------------- 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. Exchange offer and capital increase in connection with the announced public takeover offer by Deutsche Wohnen AG for all outstanding shares in GSW Immobilien AG Frankfurt (Main) / Berlin, 20 August 2013. The management board and the supervisory board of Deutsche Wohnen AG have decided today to extend a voluntary public takeover offer to the shareholders of GSW Immobilien AG relating to their no-par value bearer shares in GSW Immobilien AG. Deutsche Wohnen AG plans to offer to the shareholders of GSW Immobilien AG 51 newly issued no-par value bearer shares in Deutsche Wohnen AG for 20 shares in GSW Immobilien AG (subject to the final determination of the minimum price). The new shares in Deutsche Wohnen AG will have dividend rights as of January 1, 2014. Based on the exchange ratio and the weighted average price of shares in Deutsche Wohnen AG within the last three months prior to the announcement of the exchange offer, the equity of GSW Immobilien AG has been valued at EUR 1,750 million, corresponding to a premium of 15.4 % on the weighted average price of shares in GSW Immobilien AG in the last three months prior to the announcement of the exchange offer. If all shareholders of GSW Immobilien AG accept the exchange offer, they would hold around 43 % in the enlarged Deutsche Wohnen AG. The exchange offer will be made in accordance with the conditions to be set forth in the offer document and will be subject to a minimum acceptance condition of 75%. The offer document will be published on the internet at www.deutsche-wohnen.com under the heading 'Investor Relations'. The exact deadline for the acceptance of the takeover offer will be published on the same website. The management board of Deutsche Wohnen AG is planning to publish the offer document in a timely manner after the extraordinary general meeting of Deutsche Wohnen AG, which will take place on September 30, 2013. The goal of the takeover is to create a leading German residential real estate company, to achieve synergies and to enhance the operative performance as a consequence of the merger. Deutsche Wohnen AG intends to continue its current strategy to focus on dynamic growth regions such as Berlin. The new shares to be offered by Deutsche Wohnen AG shall be created by a capital increase against contribution in kind and potentially in cash. In each case the subscription rights of the shareholders of Deutsche Wohnen AG shall be excluded. Up to 94.9% of the shares in GSW Immobilien AG, which will be acquired by Deutsche Wohnen AG from the shareholders of GSW Immobilien AG in connection with the takeover offer or otherwise, will be contributed to Deutsche Wohnen AG by way of a capital increase against contribution in kind by UBS Deutschland AG and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main acting as exchange trustees on behalf of the shareholders of GSW Immobilien AG. If, in the context of the exchange offer or otherwise, Deutsche Wohnen AG would acquire more than 94.9% of the shares in GSW Immobilien AG, any additional shares in Deutsche Wohnen AG required for the exchange will be issued by way of a capital increase against contribution in cash. Deutsche Bank AG has undertaken to provide the exchange trustees with the funds required for the capital increase against contribution in cash provided that all shares in GSW Immobilien AG offered to Deutsche Wohnen AG and exceeding 94.9% of the shares in GSW Immobilien AG be transferred to Deutsche Bank AG. Deutsche Wohnen AG does not intend to acquire more than 94.9% of the shares in GSW Immobilien AG. Resolutions on the capital increase against contribution in kind and cash are still to be adopted by Deutsche Wohnen AG's extraordinary general meeting scheduled for September 30, 2013. At this meeting, the share capital of Deutsche Wohnen AG is to be increased as follows: - from currently EUR 168,907,143 divided into currently 168,811,823 no-par value bearer shares and 95,320 no-par value registered shares, each representing a pro rata amount of the share capital of EUR 1.00, by up to EUR 128,842,101.00 to up to EUR 297,749,244.00 by issuing up to 128,842,101 no-par value bearer shares (Stückaktien), each representing a pro rata amount of EUR 1.00 of the share capital against contribution in kind, as well as - the amount of the share capital resulting following the implementation of the above capital increase against contribution in kind, may be further increased by a capital increase against contribution in cash by up to EUR 6,570,948.00 by issuing up to 6,570,948 no-par value bearer shares (Stückaktien), representing a pro rata amount of EUR 1.00 of the share capital. Furthermore, in case Deutsche Wohnen AG and Deutsche Bank AG jointly hold 95% or more of the shares in GSW Immobilien AG after the closing of the exchange offer, the shareholders of GSW Immobilien AG, by analogy to Section 39c of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), may tender their shares in GSW Immobilien AG to Deutsche Wohnen AG during a three month period following the end of the takeover offer. This may result in the need to deliver further shares in Deutsche Wohnen AG after the implementation of the capital increase against contribution in kind and potentially cash. In addition, it cannot be ruled out that the number of outstanding shares in GSW Immobilien AG will increase before the acceptance period of the takeover offer has expired or the deadline for the exercise of the tender right described above has expired, e.g. due to the conversion in whole or in part of the convertible bond issued by GSW Immobilien AG on November 20, 2012. In order to enable the exchange trustees to deliver the number of Deutsche Wohnen AG shares required according to the exchange ratio described above in case of such an increase in the number of outstanding shares in GSW Immobilien AG or the exercise of the tender right, further Deutsche Wohnen AG shares are to be created, where necessary, by way of the utilisation of the existing authorised capital of Deutsche Wohnen AG. These shares in Deutsche Wohnen AG will be issued against contribution in kind, if the tendered shares in GSW Immobilien AG are acquired by Deutsche Wohnen AG, or against contribution in cash, if the tendered shares in GSW Immobilien AG are acquired by Deutsche Bank AG. Therefore, the management board of Deutsche Wohnen AG has decided today to increase the share capital against contribution in kind and/or cash in the amount of up to 20 % of the current share capital excluding any subscriptions rights of the shareholders. The share capital of Deutsche Wohnen AG may be increased by utilizing the authorised capital 2013. The exact amount and nature of the contribution (cash and/or kind) of the capital increase will be determined by the needs arising from the exchange offer. This capital increase will in particular be implemented if, following the regular capital increase against contribution in cash and/or kind, shares in GSW Immobilien AG are tendered to Deutsche Wohnen AG according to the provisions of the WpÜG. As required by law, the management board of Deutsche Wohnen AG will submit a written report to the shareholders of Deutsche Wohnen AG on the proposed capital measures, in particular with regard to the exclusion of the subscription right; this report will also contain detailed information on the determination and fairness of the exchange ratio. Important information: This announcement is neither an offer to exchange nor a solicitation of an offer to exchange shares in GSW Immobilien AG. Moreover, the announcement is neither an offer to purchase nor a solicitation to purchase shares in Deutsche Wohnen AG. 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 shares in GSW Immobilien AG 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 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 shares in Deutsche Wohnen AG 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, shares in Deutsche Wohnen AG 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 shares in Deutsche Wohnen AG mentioned herein pursuant to the relevant laws in the USA. There will be no public offering in the USA. Subject to certain exceptions, shares in Deutsche Wohnen AG 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, shares in GSW Immobilien AG, 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 shares in GSW Immobilien AG. 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. Contact: +49 (0)30 / 897 86 - 551 20.08.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- 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 Announcement DGAP News-Service ---------------------------------------------------------------------------