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Vonovia SE surpasses 50% acceptance threshold in conwert takeover offer

Vonovia SE / Key word(s): Offer

19-Dec-2016 / 17:54 CET/CEST
Disclosure of an inside information acc. 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. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO EXCHANGE, SELL
OR PURCHASE NOR A SOLICITATION OF AN OFFER TO EXCHANGE, SELL OR PURCHASE
SHARES.

Public disclosure of an inside information according to Article 17 para. 1
of the Regulation (EU) No 596/2014 on market abuse

Bochum, 19 December 2016 - Vonovia SE ('Vonovia') has surpassed the minimum
acceptance threshold of 50% plus 1 share for its takeover offer for conwert
Immobilien Invest SE, Vienna ('conwert') at the end of the initial
acceptance period today at 17:00 CET. Vonovia therefore confirms that its
offer has been successful.

The final results will become available after expiry of the subsequent
re-booking period on 21 December 2016, 17:00 CET, and will be published on
Vonovia's website (en.vonovia-offer.de) on 22 December 2016 and in the
Wiener Zeitung on 23 December 2016.

conwert shareholders who have not yet accepted the offer can tender their
shares, at unchanged terms, during the additional acceptance period which
will commence on 23 December 2016 and end on 23 March 2017 at 17:00 CET.

Both the Austrian Federal Competition Authority and the German Federal
Cartel Office have already cleared the transaction. The settlement of the
offer for shares tendered during the initial acceptance period is expected
for mid-January 2017 and for shares tendered during the additional
acceptance period for early April 2017.



About Vonovia

Vonovia SE is Germany's leading nationwide residential real estate company.
Vonovia currently owns and manages around 338,000 residential units in all
of Germany's attractive cities and regions. Its portfolio is worth
approximately EUR 24 billion. An additional 60,000 or so third-party
apartments are also managed by Vonovia. As a modern service company,
Vonovia focuses on customer orientation and tenant satisfaction. Offering
tenants affordable, attractive and livable homes is a prerequisite for the
company's successful development. Accordingly, Vonovia makes long-term
investments in the maintenance, modernization and senior-friendly
conversion of its properties. The company will also be creating more and
more new apartments by realizing infill developments and adding on to
existing buildings.

The company, which is based in Bochum, has been listed on the stock
exchange since 2013 and on the DAX 30 since September 2015. Vonovia SE is
also listed on the international indices STOXX Europe 600, MSCI Germany,
GPR 250 and EPRA/NAREIT Europe. Vonovia has a workforce of
7,100 employees.

Additional Information: 

Approval: Regulated Market / Prime Standard, Frankfurt Stock Exchange
ISIN: DE000A1ML7J1
WKN: A1ML7J
Common code: 094567408
Registered headquarters of Vonovia SE: Münsterstraße 248, 40470 Düsseldorf,
Germany
Business address of Vonovia SE: Philippstraße 3, 44803 Bochum, Germany


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 conditions and further provisions
relating to the takeover are published in the offer document, which has
been published on 17 November 2016. 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
contain important information. The voluntary public takeover offer will
continue to be conducted solely on the basis of the applicable provisions
of the Austrian law, especially the Austrian Takeover Code. It is not being
and will not be conducted in accordance with the legal provisions of
jurisdictions other than Austria.

The shares referenced herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (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 Vonovia shares may, in Vonovia'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 Vonovia shares to which it would otherwise be entitled the net cash
proceeds of the sale of such Vonovia 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 after the
publication of these documents or announcements.

Contact:

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

Vonovia SE
Klaus Markus
Head of Corporate Communications
Telephone +49(0)234 314 - 1149
Klaus.Markus@vonovia.de

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19-Dec-2016 CET/CEST 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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