Deutsche Annington Immobilien SE / Key word(s): Mergers & Acquisitions
2015-04-15 / 17:37
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.
GAGFAH shareholders can still tender their shares to Deutsche Annington up to 10 May 2015 / Delisting of GAGFAH shares resolved
- Fairness of cash only consideration and mixed consideration confirmed by independent expert
- Deutsche Annington will support GAGFAH dividend proposal of EUR 0.35 per GAGFAH share but waives its own dividend entitlement
- Minority shareholders of GAGFAH can tender their shares (ex-dividend for 2014) for a cash only consideration of EUR 18.68 per GAGFAH share.
- Mixed consideration of EUR 122.52 and 5 new Deutsche Annington shares (ex-dividend for 2014) for 14 GAGFAH shares (ex-dividend for 2014) as alternative consideration
- Tender period for GAGFAH shareholders ends on 10 May 2015
- Board of Directors of GAGFAH resolves delisting of GAGFAH shares
Bochum, 15 April 2015 - Following the voluntary public takeover offer from Deutsche Annington Immobilien SE ("Deutsche Annington"), the remaining minority shareholders of GAGFAH S.A. ("GAGFAH") are entitled to tender their shares until 10 May 2015 in exchange for a cash only consideration of EUR 18.68 per share. As an alternative to the cash only consideration, Deutsche Annington is offering GAGFAH minority shareholders the option of tendering their GAGFAH shares for a mixed consideration of EUR 122.52 in cash and an additional consideration of five new Deutsche Annington shares per 14 GAGFAH shares by 10 May 2015.
The Luxembourg law on public takeover bids grants minority shareholders the right to tender, when the bidder holds, as a result of a public takeover bid, securities carrying more than 90% of the voting rights of the target company. At the end of the additional acceptance period on
9 February 2015, 24:00 hours (CET), the voluntary public takeover offer was accepted for a total of 230,954,655 shares in GAGFAH. This represents approximately 93.82% of the current share capital and voting rights in GAGFAH. In accordance with the sell-out right, Deutsche Annington has to offer GAGFAH shareholders at least one alternative consideration in form of a cash only consideration.
The independent expert ValueTrust Financial Advisors SE, hired at the request of the relevant Luxembourg financial authority Commission de Surveillance du Secteur Financier ("CSSF"), has confirmed the fairness of the cash only consideration and the fairness of the combined consideration offered in connection with the sell-out right in comparison with the combined consideration offered via the voluntary public takeover offer and as described in the offer document of 19 December 2014. The independent expert took into account the recently announced dividends of Deutsche Annington and GAGFAH for 2014 and the fact that as part of the mixed consideration - in accordance with the takeover offer - Deutsche Annington shares issued by Deutsche Annington as part of the mixed consideration do not have a dividend entitlement for 2014. The 'opinion letter' of the independent expert can be viewed on www.investors.deutsche-annington.com.
As a consequence of the valuation by the independent expert, the Management Board of Deutsche Annington has decided not to include the suggested dividend of GAGFAH in the cash only consideration or the mixed consideration. As a result, at the GAGFAH General Meeting called for 17 April 2015, Deutsche Annington will exercise its voting rights in favour of GAGFAH's suggested dividend. However, Deutsche Annington will forego its dividend entitlement. The dividend payment of EUR 0.35 per share to the minority shareholders is not subject to any deduction of capital gains tax in Luxembourg.
The Board of Directors of GAGFAH believes that a large number of GAGFAH shareholders will exercise their sell-out right. This would lead to a further decline in the company's free float, which is already very low at slightly above 6%. In light of these developments GAGFAH's Board of Directors has today resolved to file for a delisting of GAGFAH shares from all stock markets where the shares are listed. Making the delisting decision now will give the remaining GAGFAH shareholders sufficient time to tender their shares to Deutsche Annington before the delisting becomes effective. The Board of Directors expects the delisting to become effective six months after its public announcement by the management of the Stock Exchange. Following the delisting, GAGFAH shares will no longer be traded at a stock exchange.
The main reason for the Board of Directors' decision is the fact that the listing-related expenses far outweigh the benefits from such listing. The trading volume has been extremely low since the settlement of the voluntary public takeover offer by Deutsche Annington. At the same time, GAGFAH incurs the same listing-related expenses as before. The Board of Directors has therefore come to the conclusion that it is no longer in the best interest of GAGFAH to remain a listed entity. One also needs to bear in mind that the shares of Deutsche Annington are listed in the Prime Standard of the Frankfurt Stock Exchange, that there is no good reason to maintain two listings following the business combination between Deutsche Annington and GAGFAH.
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.
For further information please see the official Sell-Out Notice published by Deutsche Annington dated 15 April 2015.
About Deutsche Annington
Deutsche Annington is Germany's leading residential real estate company with European dimensions. As of 31 December 2014, Deutsche Annington owned some 203,000 residential units. With 550 locations across Germany, the company employs more than 3,850 people and offers client-oriented services. With the integration of GAGFAH the company owns around 350,000 residential units and provides reliable and affordable living to one million people across Germany. The portfolio values at around EUR 21bn. Deutsche Annington is listed in the MDAX on the Deutsche Börse.
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 Sell-Out Right, 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 and the notification of the Sell-Out Right 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 exercised his Sell-Out Right 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 before, during or after the period in which the Offer was open for acceptance (which includes the Tender Period). 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.