Deutsche Annington Immobilien SE / Key word(s): Mergers & Acquisitions/Real Estate
2015-02-17 / 14:10
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
Deutsche Annington secures a total of approximately 93.82% in GAGFAH
Bochum / 17 February 2015 - At the end of the additional Acceptance Period on 9 February 2015, 24:00 hours (CET) the voluntary public takeover offer by Deutsche Annington Immobilien SE ("Deutsche Annington") to all shareholders of GAGFAH S.A. ("GAGFAH") has been accepted for a total of 230,954,655 million shares in GAGFAH. This corresponds to approximately 93.82% of all currently outstanding shares and voting rights in GAGFAH.
At the end of January, the German merger control authority ("Bundeskartellamt") cleared plans to combine both companies without conditions and obligations. The combination of Deutsche Annington and GAGFAH will create a company with a portfolio comprising around 350,000 residential units. With a total portfolio value of around EUR 21bn, it will be the second largest listed real estate company in continental Europe.
Deutsche Annington expects the formal closing in the first quarter of 2015.
About Deutsche Annington
Deutsche Annington is Germany's leading private-sector residential real estate company both in terms of portfolio value and the number of units owned. As at September 30, 2014, Deutsche Annington owned some 184,000 residential units worth a total of EUR 11.4 billion. The company is present throughout Germany. Deutsche Annington has its headquarters in Düsseldorf and employs more than 3,400 people.
Approval: Regulated Market / Prime Standard, Frankfurt Stock Exchange
Common code 094567408
Registered office of Deutsche Annington: Münsterstrasse 248, 40470 Düsseldorf, Germany
Business address of Deutsche Annington: Philippstrasse 3, 44803 Bochum, Germany
This press release is neither an offer to exchange nor a solicitation of an offer to exchange shares in GAGFAH. Moreover, this press release is neither an offer to purchase nor a solicitation to purchase shares in Deutsche Annington. The final terms and further provisions have been disclosed in the offer document approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of GAGFAH shares are strongly recommended to read the offer document and all documents in connection with the public takeover offer, as soon as they have become public, 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 any jurisdiction where to do so would constitute a violation against the national laws of such jurisdiction.
The shares in Deutsche Annington 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 Annington 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 Annington mentioned herein pursuant to the relevant laws in the USA. If, in the opinion of Deutsche Annington, shares in Deutsche Annington may neither be offered nor transferred to a U.S. shareholder pursuant to the provisions of the U.S. Securities Act of 1933, such U.S. shareholder who has validly accepted the offer will, in lieu of the number of shares in Deutsche Annington to which he is entitled, receive a corresponding cash amount in Euro from the sale of the respective number of shares in Deutsche Annington.
To the extent permissible under applicable law or regulation, and in accordance with ordinary German market practice, Deutsche Annington or its brokers may purchase, or conclude agreements to purchase, GAGFAH 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 GAGFAH 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 Annington and the persons acting together with Deutsche Annington. Such forward-looking statements are based on current plans, estimates and forecasts which Deutsche Annington and the persons acting together with Deutsche Annington 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 Annington or the persons acting together with Deutsche Annington. 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.