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Vonovia SE: Publication of the intention to launch a voluntary takeover offer to the shareholders of conwert Immobilien Invest SE and conclusion of a business combination agreement with conwert Immobilien Invest SE

Vonovia SE / Key word(s): Offer

05.09.2016 08:26

Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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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

Public disclosure of an inside information according to Article 17 para. 1
of the Regulation (EU) No 596/2014 on market abuse and disclosure pursuant
to Section 5 of the Austrian Takeover Act

Vonovia SE: Publication of the intention to launch a voluntary takeover
offer to the shareholders of conwert Immobilien Invest SE and conclusion of
a business combination agreement with conwert Immobilien Invest SE


Bochum, 5 September 2016

Vonovia SE ('Vonovia') and conwert Immobilien Invest SE ('Conwert'), a
European company (Societas Europaea) whose shares are traded at the Vienna
stock exchange, have signed a Business Combination Agreement. On the basis
of this Agreement, Vonovia announces, in accordance with § 5 of the
Austrian Takeover Code ('ÜbG'), its intention to make a voluntary public
takeover offer to all shareholders of conwert regarding all conwert shares
(ISIN AT0000697750) in order to acquire a controlling interest in
accordance with § 25a ÜbG (the 'Takeover Offer').

Vonovia intends to offer all Conwert shareholders 74-Vonovia shares for
every 149 Conwert shares. This implies a price of EUR17.58 per Conwert
share based on the Vonovia closing price on Friday, 2 September 2016.
 
This represents a resulting premium of 23.8%, based on the Conwert
volume-weighted average share price of the last six months of EUR14.20 per
share. As an alternative, as legally required in Austria, Vonovia plans to
offer Conwert shareholders a cash consideration of EUR16.16 per share.

The transaction aims to combine the complementary property portfolios of
both companies. Managing the portfolios under one roof facilitates
significant value creation for tenants and shareholders alike. As a result
of this combination, Vonovia will further expand its footprint in the
dynamically growing cities of Leipzig, Berlin, Potsdam and Dresden, and add
a very attractive presence in the German-speaking city of Vienna to its
German portfolio.
  
Adler Real Estate AG, one of the largest Conwert shareholders, has also
committed to tendering its entire stake in Conwert into the exchange offer
(at least 26.2m shares, representing approx. 26% of fully diluted share
capital including treasury shares). Conwert has committed to tendering its
treasury shares, subject to its legal check.

Following a successful takeover, Vonovia will be given the opportunity to
newly appoint the Administrative Board. For Vonovia, Corporate Governance
plays an important role. Vonovia will nominate the majority of the
Administrative Board members and has committed to ensure that the minority
shareholders will be represented adequately on the administrative board.
In this respect Vonovia will support the candidates that will be proposed
by the Conwert administrative board.

All members of the Conwert Administrative Board have declared that they
will vacate their seats, if the takeover offer is successful, and Conwert
will call an extraordinary general meeting, at Vonovia's request, for the
purpose of assigning new members to the administrative board.

With around 340,000 residential units nationwide, Vonovia has the critical
mass needed for the efficient management of Conwert's approximately 24,500
residential units, in particular in the German real estate market. Conwert
has very attractive properties in the dynamically developing city of
Leipzig, and in growth cities like Berlin, Potsdam and Dresden, as well as
in North Rhine-Westphalia. Conwert's Austrian portfolio presents a good
opportunity for Vonovia to expand its portfolio into the German-speaking
city of Vienna.

The Conwert Headquarters will remain in Vienna. The Austrian property
portfolios will continue to be managed by Conwert. Additionally, Conwert
will remain listed on the Vienna Stock Exchange.

The consummation of the takeover offer will be subject to reaching the
mandatory acceptance threshold of 50% plus 1 share of all Conwert shares as
well as certain standard market completion conditions that will be set out
in detail in the offer document, which is expected to be published on
17November 2016.
 
Following the successful completion of the offer, Conwert shares will be
exchanged into Vonovia shares from Vonovia's existing authorised capital.
Furthermore, Vonovia has sufficient resources to finance the cash
consideration of the offer.

Through the integration, Vonovia plans operational synergies of at least
EUR7m per year, to be fully realised by the end of 2018. By partially
refinancing Conwert, Vonovia plans to realise financial synergies of EUR5m,
to be fully realised in the financial year 2017.
 
The transaction fulfills all of Vonovia's acquisition criteria. Vonovia
expects the transaction to be, in particular, NAV per share and FFO per
share accretive.



Important Information:
This announcement is neither an offer to purchase, exchange or sell nor a
solicitation of an offer to purchase, exchange or sell shares in Vonovia SE
or conwert Immobilien Invest SE. The final conditions and further
provisions relating to the takeover offer will be published in the offer
document, which will be published following the Austrian Takeover
Commission not prohibiting its publication or the consummation of the
takeover offer. Vonovia SE as bidder reserves the right to deviate from the
basic terms presented herein in the final terms and provisions. Investors
and holders of conwert Immobilien Invest SE shares are strongly recommended
to review the offer document and all other documents related to the
takeover offer, as they will contain important information.

Subject to the exceptions described in the offer document and any
exceptions granted by the relevant regulatory authorities, a public
takeover offer is not being made directly or indirectly, in or into those
jurisdictions where to do so would constitute a violation pursuant to the
laws of such jurisdiction.

The Vonovia SE shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, or with any securities regulatory
authority of any state or any other jurisdiction of the USA. Therefore,
subject to certain exceptions, Vonovia SE shares may not be offered or sold
within the USA or in any other jurisdiction, where to do so would be a
violation of applicable law. There is no public offering of the Vonovia SE
shares in the USA. If Vonovia SE shares may in Vonovia 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 intended
takeover offer will receive, in lieu of Vonovia SE shares to which it would
otherwise be entitled the net cash proceeds of the sale of such Vonovia SE
shares in euro.

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. Such forward-looking
statements are based on current plans, estimates and forecasts which
Vonovia SE has made to the best of its knowledge, but which do not claim to
be correct in the future (in particular where such forward looking
information is in relation to matters outside the control of Vonovia SE.
Forward-looking statements are subject to risks and uncertainties that are
difficult to predict and usually cannot be influenced by 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. It is possible that Vonovia SE will change its intentions and
assumptions reflected in the documents and announcements or in the yet to
be published offer document after the publication of these documents,
announcements or the offer document.

To the extent permissible under applicable law or regulation, and in
accordance with Austrian market practice, Vonovia SE or its brokers may
purchase, or conclude agreements to purchase, conwert Immobilien Invest SE
shares, directly or indirectly, outside of the scope of the intended
takeover offer, before, during or after the period in which the takeover
offer remains open for acceptance. This applies to other securities which
are directly convertible into, exchangeable for, or exercisable for conwert
Immobilien Invest SE 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 Austria or any other relevant jurisdiction.


Contact:

Vonovia SE
Rene Hoffmann
Head of Investor Relations
Telephone: +49(0)234 314 - 1629
Rene.Hoffmann@vonovia.de

Disclosing person according Durchführungsverordnung (EU) 2016/1055 u.a.:
Rolf Buch, Chief Executive Officer of Vonovia SE


05.09.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Language:     English
Company:      Vonovia SE
              Philippstraße 3
              44803 Bochum
              Germany
Phone:        +49 234 314 2384
Fax:          +49 234 314 888 2384
E-mail:       investorrelations@vonovia.de
Internet:     www.vonovia.de
ISIN:         DE000A1ML7J1
WKN:          A1ML7J
Indices:      DAX
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated
              Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
              Munich, Stuttgart, Tradegate Exchange
 
End of Announcement                             DGAP News-Service
 
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