GSW Immobilien AG / Key word(s): Offer/Statement 14.10.2013 18:26 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- GSW Immobilien AG and Deutsche Wohnen AG enter into Business Combination Agreement - Management Board and Supervisory Board of GSW Immobilien AG recommend to the shareholders to accept the exchange offer of Deutsche Wohnen AG Berlin, 14 October 2013 - Today, GSW Immobilien AG (GSW) and Deutsche Wohnen AG (Deutsche Wohnen) entered into a Business Combination Agreement. The Business Combination Agreement contains provisions on the future strategy and structure of the combined group. In particular, it was agreed to initiate a joint integration project to develop solutions for the combination of the processes, operational procedures and organizational structures of both companies. For this purpose, a joint integration committee comprising members of the management boards of both companies shall be established which will coordinate the integration of the businesses of GSW and Deutsche Wohnen, taking into account the undertakings in the Business Combination Agreement. In the Business Combination Agreement, GSW and Deutsche Wohnen have reaffirmed their common understanding that the dedicated workforce is the basis for the present and future success of the combined group. In the context of the business combination, redundancies shall only occur if ongoing personnel surpluses are identified despite the continuous dynamic growth of the company. Insofar as redundancies on operational grounds are unavoidable, these shall take place under socially acceptable conditions. In addition, under the Business Combination Agreement the selection of employees shall be made in accordance with the 'best in class'-principle. The Business Combination Agreement provides that from financial year 2014 onwards the dividend paid by Deutsche Wohnen to its shareholders shall be increased from approximately 50 percent of the relevant earnings figure funds from operations (FFO) (before sales) to approximately 60 percent of the FFO (before sales). The Business Combination Agreement provides that the two Board Members of Deutsche Wohnen, Michael Zahn and Lars Wittan, shall be appointed as Board Members of GSW. Michael Zahn will assume the position of CEO. At the same time, Jörg Schwagenscheidt as Chief Operating Officer (COO) and Andreas Segal as Chief Financial Officer (CFO) shall join the Management Board of Deutsche Wohnen. Today, the Management Board and the Supervisory Board of GSW have resolved on their joint statement pursuant to sec. 27 of the German Securities Acquisition and Takeover Act (WpÜG). After thorough examination they recommend in this statement to the shareholders to accept the exchange offer of Deutsche Wohnen. The joint statement will be published on 15 October 2013. In the opinion of the Management Board and the Supervisory Board of GSW the offered exchange ratio of 2.55 Deutsche Wohnen shares for each GSW share is fair from a financial point of view. In this context, the Management Board and the Supervisory Board have been provided with a fairness opinion by Goldman Sachs. GSW considers a business combination of GSW and Deutsche Wohnen based on the undertakings in the Business Combination Agreement as a compelling opportunity to join the strengths of both companies in the interest of the shareholders and other stakeholders. 14.10.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: GSW Immobilien AG Charlottenstraße 4 10969 Berlin Germany Phone: 030 68 99 99 0 Fax: 030 68 99 99 999 E-mail: [email protected] Internet: www.gsw.de ISIN: DE000GSW1111 WKN: GSW111 Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard); Freiverkehr in Düsseldorf, Hamburg, Hannover, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------