Deutsche Annington Immobilien SE / Key word(s): Real Estate/Mergers & Acquisitions
2015-03-11 / 17:33
INFORMATION TO THE MEDIA
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 successfully completes Takeover Offer for GAGFAH
Bochum / 11 March 2015 - On 10 March 2015, Deutsche Annington Immobilien SE ("Deutsche Annington") has fully made available to Deutsche Bank AG as settlement agent the shares and cash consideration offered in its exchange offer to the shareholders of GAGFAH S.A. ("GAGFAH"). Delivery of the share and cash consideration will therefore take place as from 11 March 2015 in concordance with the conditions set forth in the offer document.
On 19 December 2014, Deutsche Annington offered GAGFAH's shareholders a cash consideration of EUR 122.52 and an additional consideration of five new Deutsche Annington shares for each 14 GAGFAH shares.
At the end of the additional acceptance period on 9 February 2015, 24:00 hours (CET), the voluntary public takeover offer by Deutsche Annington to all shareholders of GAGFAH was accepted for a total of 230,954,655 shares in GAGFAH. This corresponds to approximately 93.82% of all currently outstanding shares and voting rights in GAGFAH.
On 6 March 2015 Deutsche Annington registered an offer capital increase, matching the amount stipulated the Exchange Offer, thus fulfilling the last of the closing conditions listed in the offer document.
The combination of Deutsche Annington and GAGFAH will create a company with a portfolio comprising around 350,000 appartments. With a total portfolio value of around EUR 21bn, it will be the second largest listed real estate company in continental Europe.
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 December 31, 2014, Deutsche Annington owned some 203,000 residential units worth a total of EUR 12.8 billion. The company is present throughout Germany. Deutsche Annington employs more than 3,850 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.