DGAP-News: Vonovia SE / Key word(s): Strategic Company Decision
2015-10-14 / 07:03
Vonovia SE offers alternative to Deutsche Wohnen AG's proposed takeover of LEG Immobilien AG - Targeting combination of Vonovia SE and Deutsche Wohnen AG instead
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO EXCHANGE OR PURCHASE NOR A SOLICITATION OF AN OFFER TO EXCHANGE OR PURCHASE SHARES.
- Vonovia SE CEO Rolf Buch: "Following in-depth analysis as well as conversations with Vonovia SE's and Deutsche Wohnen AG's shareholders, we have decided to offer an alternative. With this we are reacting to Deutsche Wohnen AG's announcement. If Deutsche Wohnen shareholders reject the Deutsche Wohnen AG-LEG Immobilien AG transaction, we will make an offer for Deutsche Wohnen. In our opinion, a combination of Vonovia and Deutsche Wohnen is a more sustainable and strategically sound alternative, offering significant benefits for all parties concerned."
- Vonovia offers Deutsche Wohnen shareholders 7 Vonovia shares and EUR 83.14 in cash for every 11 Deutsche Wohnen shares. This represents a premium of around 9.8 % on the basis of the unaffected share prices as of 8 October 2015 and of 11 % on the basis of the average share prices during the last three months until the same date.
- Tenants and shareholders to benefit from synergies of EUR 84 million per annum (before tax) - room for further investment into portfolio and extension of services.
Bochum, 14 October 2015. Vonovia SE ("Vonovia") intends to extend an offer to all Deutsche Wohnen AG ("Deutsche Wohnen") shareholders to acquire all outstanding shares in Deutsche Wohnen. Following careful consideration and a number of conversations with shareholders, Vonovia is reacting to Deutsche Wohnen AG's takeover offer for LEG Immobilien AG, announced on 20 September 2015. If Deutsche Wohnen shareholders reject the Deutsche Wohnen-LEG Immobilien AG transaction at their extraordinary general meeting on 28 October 2015, Vonovia will submit a formal offer.
The offer aims to integrate the two companies' complementary portfolios, unlocking substantial synergies for the benefit of tenants and shareholders. Deutsche Wohnen AG's 140,000 properties would ideally complement Vonovia's existing portfolio of 370,000 residential units. Vonovia expects resulting economies of scale and operating synergies of EUR 84 million per annum (pre-tax).
Rolf Buch, CEO of Vonovia SE: "Deutsche Wohnen AG's highly unexpected offer for LEG Immobilien AG lead us to propose an alternative to Deutsche Wohnen shareholders. Following in-depth analysis, we are convinced that we can offer shareholders a more attractive and strategically sound alternative compared to Deutsche Wohnen AG's announced takeover offer for LEG Immobilien AG.
A combination of Vonovia and Deutsche Wohnen will offer strategic, operational and value-adding benefits for all involved parties. The portfolios of both companies complement each other in many respects. The combined scale will have numerous benefits, which we will invest into the improvement of our assets and the extension of the services we offer our tenants.
We will have successfully integrated our latest acquisitions, GAGFAH and SÜDEWO, by the close of the transaction, proving once more that operating on a national platform creates economies of scale to the benefit of shareholders and tenants alike. Further, our commitment to insourcing services both secures and creates jobs. At Vonovia, tenant satisfaction with our affordable and attractive housing solutions is at the centre of all our actions and therefore we always strive to sustainably improve our client offering."
For every 11 Deutsche Wohnen AG shares, Vonovia SE intends to offer a consideration of EUR 83.14 in cash and 7 Vonovia shares, representing a value of EUR 25.86 per Deutsche Wohnen share at
8 October 2015 closing prices. The aggregate transaction value thus amounts to around EUR 14 billion (including premium and debt). The transaction results in an initial loan-to-value (LTV) ratio of 55 %, which will allow Vonovia to continue to uphold its target LTV of below 50 % in the medium term.
The exchange ratio and cash component represents a premium of approx. 9.8 % based on the share prices on 8 October 2015 and a premium of approx. 11.0 % based on the weighted average prices during the last three months until the same date.
Rolf Buch added: "Timing in this case was dictated by Deutsche Wohnen AG's announcement to take over LEG Immobilien AG. Considering that we will have completed the integration of GAGFAH and SÜDEWO by the end of the offer period, we will be in the position to achieve a successful integration of Deutsche Wohnen and to start immediately. We are open to enter into a constructive dialogue with Deutsche Wohnen as soon as its shareholders have decided on the LEG Immobilien AG offer, to shape the transaction in the interest of all parties concerned."
Vonovia's combination with GAGFAH in April 2015 created a company of national dimensions, offering its tenants attractive and affordable housing. Vonovia is well positioned to further strengthen its platform through significant economies of scale from the integration of Deutsche Wohnen. Vonovia expects to achieve significant synergies from the integration of Deutsche Wohnen through a higher portfolio density, a highly cost-efficient modernisation of the portfolio, the expansion of Vonovia's value chain as well as an optimisation of cost structures. Deutsche Wohnen AG's portfolio will also strengthen Vonovia's presence in the fast-growing Berlin region, which is of strategic importance to Vonovia.
The tenant-oriented strategy Vonovia pursued since the IPO in 2013 will be continued. Vonovia invests EUR 31 per square meter per year into the quality of its portfolio - significantly more than its comparable competitors. Vonovia measures success to a large degree by the satisfaction of its clients, to whom it offers affordable and tailored housing. Vonovia is committed to meet both companies' social obligations vis-à-vis tenants and municipalities without limitation during and after the combination.
The new shares for the offer with dividend rights from 1 January 2015 are expected to be created by a (mixed) capital increase against contributions in kind to be resolved on at Vonovia's extraordinary shareholders' meeting, convened for 30 November 2015.
The consummation of the offer will be subject to certain conditions, to be set out in detail in the offer document. In particular, the transaction will not proceed if Deutsche Wohnen AG's shareholders approve the capital increase for the consummation of Deutsche Wohnen AG's takeover offer for LEG Immobilien AG.
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Vonovia SE is Germany's leading private sector residential real estate company. Vonovia SE owns and manages approximately 370,000 apartments, located in attractive cities and regions throughout Germany. The portfolio is valued at around EUR 23 bn. As a modern service provider, Vonovia places tenant satisfaction at the centre of all its operations. The offer of affordable, attractive and livable homes drives Vonovia's successful and sustainable growth. Vonovia invests in maintenance and repairs, the modernisation of assets and needs-appropriated property renovations.
The Bochum-based company has been listed on the DAX 30 since September 2015. Vonovia is additionally traded on international indices Stoxx Europe 600, MSCI Germany, GPR 250 and EPRA/NAREIT Europe. Vonovia employs more than 5,900 people.
This press release has been issued by Vonovia SE and/or its subsidiaries solely for information purposes. This press release may contain statements, assumptions, opinions and predictions about the anticipated future development of Vonovia ("forward-looking statements") that reproduce various assumptions regarding results derived from Vonovia's current business or from publicly available sources that have not been subject to an independent audit or in-depth evaluation by Vonovia and that may turn out to be incorrect at a later stage. All forward-looking statements express current expectations based on the cur-rent business plan and various other assumptions and therefore come with risks and uncertainties that are not insignificant. All forward-looking statements should not therefore be taken as a guarantee for fu-ture performance or results and, furthermore, do not necessarily constitute appropriate indicators that the forecast results will be achieved. All forward-looking statements relate solely to the day on which this press release was issued to its recipients. It is the responsibility of the recipients of this press release to conduct a more detailed analysis of the validity of forward-looking statements and the underlying as-sumptions. Vonovia accepts no responsibility for any direct or indirect damages or losses or subsequent damages or losses, as well as penalties that the recipients may incur by using the press release, its con-tents and, in particular, all forward-looking statements or in any other way, as far as this is legally per-missible. Vonovia does not provide any guarantees or assurances (either explicitly or implicitly) in respect of the information contained in this press release. Vonovia is not obliged to update or correct the information, forward-looking statements or conclusions drawn in this press release or to include subse-quent events or circumstances or to report inaccuracies that become known after the date of this press release.
The shares referenced herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or any other jurisdiction of the USA. Securities may only be offered or sold within the USA pursuant to, or in a transaction not subject to or exempt from, the registration requirement of the Securities Act. There will be no public offering in the USA. If Venison SE shares may in Venison SE's opinion not be offered or delivered to a U.S. shareholder according to the U.S. Securities Act of 1933, such U.S. shareholder that validly accepts the offer will receive, in lieu of Venison SE shares to which it would otherwise be entitled the net cash proceeds of the sale of such Venison SE shares in euro.