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Vonovia SE: Minimum acceptance threshold of Deutsche Wohnen offer has not been reached (news with additional features)

DGAP-News: Vonovia SE / Key word(s): Real Estate

2016-02-10 / 13:06
The issuer is solely responsible for the content of this announcement.


Minimum acceptance threshold of Deutsche Wohnen offer has not been reached

- Total of approximately 30.4 % of Deutsche Wohnen shares tendered.

- Rolf Buch: "A value-enhancing opportunity for market consolidation has not come to fruition."

- "The result affirms the further development of Vonovia's nationwide platform on the one hand, and Deutsche Wohnen's Berlin-focused portfolio management on the other."

Bochum, 10 February 2016 -

As of 12:00 hours CET on 10 February 2016, the preliminary acceptance rate for the public takeover offer by Vonovia SE ("Vonovia") to Deutsche Wohnen AG's ("Deutsche Wohnen") shareholders stood at approximately 30.4 % (on an undiluted basis, including shares from convertible financial instruments).

Based on these preliminary figures, the minimum acceptance threshold of 50 % set by Vonovia and which is necessary for the full realisation of the synergy potential of the contemplated transaction, has not been reached.

Rolf Buch, Vonovia's CEO said: "We extended an attractive offer to Deutsche Wohnen's shareholders and received a lot of support from the market over the past few weeks. Today we concede that the number of tendered shares are not sufficient to conclude the transaction successfully. The combination would have been a value-creating opportunity, further consolidating the market. We will continue on our established course, expanding our successful business model with a nation-wide platform. Our comprehensive investment programme in energy efficienct, age-appropriate and modernised housing, is a sustainable basis for continued organic growth. This is complemented by innovative services for our customers, enhancing satisfaction and creating shareholder value. The result also calls for a Deutsche Wohnen with a Berlin focus."

Dr Stefan Kirsten, Vonovia's CFO said: "We offered Deutsche Wohnen's shareholders an attractive, full price from the outset, in line with the mandate from our shareholders and our stated acquisition criteria. This was necessary to ensure a balance in the interest of both shareholder groups. It was equally important to hold on to the minimum acceptance threshold to avoid becoming a minority shareholder."

Deutsche Wohnen announced its intention to take over LEG at the end of September 2015. Following in-depth analysis as well as conversations with Vonovia's and Deutsche Wohnen's shareholders, Vonovia decided to offer a value-creating alternative. It was premised on Deutsche Wohnen's shareholders rejecting the combination with LEG. Deutsche Wohnen subsequently withdrew its takeover offer for LEG. At Vonovia's extraordinary shareholders' meeting on 30 November 2015, over 78 per cent of shareholders mandated Vonovia to submit a formal takeover offer to Deutsche Wohnen's shareholders.

Rolf Buch added: "The timing of our takeover offer was not determined by us, but rather by Deutsche Wohnen's attempt to take over LEG. We achieved our objective, by ensuring that LEG remains an independent, listed company. LEG is an important partner for us, as demonstrated by the sale of around 14,000 apartments in November 2015."

Today's result has no bearing on the continued successful development of the company. Vonovia still expects [revenue] growth for 2016 to beat 2015's results by EUR 100 million above guidance. Vonovia's full year results for 2015 and a detailed outlook for 2016 will be presented on 3 March 2016.

About Vonovia

Vonovia SE is one of Germany's leading real estate companies. Vonovia currently owns and manages some 367,000 residential units in all of Germany's attractive cities and regions. Its portfolio is worth approximately EUR 23 billion. As a modern service company, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants affordable, attractive and liveable homes is a prerequisite for the company's continued successful development. Accordingly, Vonovia makes long-term investments in the maintenance, modernisation and senior-friendly conversion of its buildings.

The company, which is based in Bochum, has been listed on the stock exchange since 2013 and on the DAX 30 since September 2015. Vonovia SE is also listed in the international indices STOXX Europe 600, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia has a workforce of approximately 6,100 employees.

Additional information:

Approval: Regulated Market / Prime Standard, Frankfurt Stock Exchange
Common code 094567408
Registered office of Vonovia SE: Münsterstrasse 248, 40470 Düsseldorf, Germany
Business address of Vonovia SE: Philippstrasse 3, 44803 Bochum, Germany

Important information:
This document does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Germany, Canada, Japan, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as 'Relevant Persons'). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
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 Vonovia SE and the persons acting together with Vonovia SE. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia SE and the persons acting together with Vonovia SE 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 Vonovia SE or the persons acting together with Vonovia SE. 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.

Additional features:

Document title: Minimum acceptance threshold of Deutsche Wohnen offer has not been reached

2016-02-10 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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