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Deutsche Wohnen AG / Key word(s): Offer 08.11.2013 / 08:49 --------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE USA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THE USA OR SUCH JURISDICTION. Update on Deutsche Wohnen exchange offer for GSW * Deadline of Additional Acceptance Period for shares not yet tendered is 18 November 2013, 24 hours CET * All offer conditions remain unchanged * Closing expected for beginning of December 2013 Frankfurt am Main/Berlin, 8 November 2013. Deutsche Wohnen AG ('Deutsche Wohnen') reminds all remaining shareholders of GSW Immobilien AG ('GSW') who have not yet tendered their shares of the following relevant deadlines and related information with respect to the exchange offer for GSW by Deutsche Wohnen (the 'Offer'): » The minimum acceptance condition of 75 percent has been reached: In the initial acceptance period (the 'Initial Acceptance Period') which ended on 30 October 2013, circa 78 percent of the shares in GSW have been tendered » GSW shareholders can still participate in the Offer during the 'Additional Acceptance Period' which commenced on 5 November 2013 » The Additional Acceptance Period will end on 18 November 2013, 24 hours CET » The terms of the offer remain unchanged during this Additional Acceptance Period » Each ordinary GSW share tendered is marked as a 'Tendered Share' and is tradable under a new ISIN DE000GSW1137 on the Frankfurt Stock Exchange via Xetra until shortly prior to the completion of the transaction » The resolutions regarding the necessary capital increases by Deutsche Wohnen have been registered and, therefore, closing of the transaction is expected to occur in early December 2013 » In view of the acceptance ratio of circa 78 percent achieved in the Initial Acceptance Period, there is a strong probability that the liquidity of the untendered GSW shares (ISIN: DE000GSW1111) will be significantly lower than the liquidity of the Tendered Shares (ISIN: DE000GSW1137) » Once the offer will have been completed, it is anticipated that tendering GSW shareholders will benefit from: * the compelling strategic logic of the transaction creating one of Europe's leading real estate companies with a focus on Berlin, one of the most attractive and dynamic residential markets in Germany * significant value creation, supported by estimated synergies of EUR25 million per year after full integration » In order to exchange GSW shares into Deutsche Wohnen shares, instructions to tender must be provided to the respective depository bank by 18 November 2013 at the latest. However, depository banks, intermediaries or brokers may individually have set earlier deadlines for the receipt of acceptance instructions and should, hence, be contacted well ahead of the expiration of the Additional Acceptance Period on 18 November 2013 to ensure that acceptance instructions can be processed properly and GSW shares can be exchanged in time For further terms of the Offer, shareholders of GSW should carefully read the offer document that was published on 2 October 2013, in particular with respect to the shareholders' right to tender GSW Shares in the Additional Acceptance Period. The offer document and additional information about the Offer can be found at http://ir.deutsche-wohnen.com; questions regarding the Offer and related issues can be directed to Deutsche Wohnen Investor Relations at +49 30 897 86 551, to D.F. King at +44 20 792 09 700 or to Registrar Services at +49 69 910 62734. 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 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 that has been 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 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 or its brokers may purchase, or conclude agreements to purchase, GSW 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 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. Contact: +49 (0)30 / 89786 - 551 End of Corporate News --------------------------------------------------------------------- 08.11.2013 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. 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 News DGAP News-Service --------------------------------------------------------------------- 238763 08.11.2013