19.11.2019 Aroundtown SA  DE000A12B8Z4

DGAP-WpÜG: Takeover Offer ;


 

Target company: TLG IMMOBILIEN AG; Bidder: Aroundtown SA

Dissemination of an announcement according to the German Securities 
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of 
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Aroundtown SA

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.

Publication of the decision to launch a public takeover offer in accordance
with Section 10 para. 1 sentence 1 in conjunction with Section 29 para. 1
and Section 34 of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz (WpÜG))

Bidder:
Aroundtown SA
40, Rue du Curé
L-1368 Luxembourg
registered in the commercial register of Luxembourg under the registration
number B217868
ISIN: LU1673108939

Target Company:
TLG IMMOBILIEN AG
Hausvogteiplatz 12
10117 Berlin, Germany
registered in the commercial register of the local court of Berlin-
Charlottenburg under HRB 161314 B
ISIN: DE000A12B8Z4

On November 18, 2019, Aroundtown SA ('Aroundtown') decided to offer to all
shareholders of TLG IMMOBILIEN AG ('TLG') by way of a voluntary public
takeover offer in the form of an exchange offer (the 'Offer') to acquire
their no-par value bearer shares in TLG. Subject to the final determination
of the minimum prices and the offer conditions in the offer document,
Aroundtown intends to offer 3.6 new shares of Aroundtown as consideration
in exchange for each 1 tendered share of TLG. The new shares of Aroundtown
will carry dividend rights as of January 1, 2019 or, if the closing of the
Offer is delayed until after the date of Aroundtown's annual general
meeting in 2020, as of January 1, 2020. The offered Aroundtown shares shall
be created through a capital increase by exercising the authorized capital
of Aroundtown pursuant to Section 7 of its articles of association.

In connection with the Offer, Aroundtown and TLG today entered into a
business combination agreement. The business combination agreement
addresses the common understanding of Aroundtown and TLG with respect to
the economic and strategic background of the transaction, the Offer
process, the intended future governance structure of Aroundtown and the
integration process (subject to certain participation rate thresholds being
met), as well as the general support of the Offer by TLG and its Management
and Supervisory Boards. TLG will support the Offer on the basis of the
business combination agreement and it anticipates that its Boards, after
having examined the full offer document, will recommend that its
shareholders accept the Offer.

In addition, Aroundtown entered today into an irrevocable tender agreement
with a major shareholder of TLG ('Shareholder') regarding its shares in
TLG, subject to certain conditions, covering up to approx. 28% of the
current shares and voting rights in TLG. By entering into such tender
agreement, the Shareholder has undertaken to tender subject to certain
conditions such shares in TLG in the Offer.

Closing of the Offer will be subject to certain conditions, including
antitrust clearance and the non-occurrence of certain circumstances (e.g.
material adverse change events) until the expiration of the acceptance
period. The voluntary public tender offer is not expected to be conditional
on a minimum acceptance ratio. The final terms and conditions of the Offer
will be set forth in the full offer document and may, to the extent legally
permissible, deviate from the conditions and other key parameters described
herein.

The offer document and further notifications relating to the Offer will be
published on the internet at www.aroundtown.de under the heading 'Investor
Relations'.

Important information

This announcement is neither an offer to purchase nor a solicitation to
purchase Aroundtown or TLG shares. The final terms and further provisions
regarding the Offer will be in the offer document once its publication has
been approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of
TLG shares are strongly recommended to read the offer document and all
other documents in connection with the Offer as soon as they are published,
as they will contain important information.

Subject to the exceptions described in the offer document and any
exceptions granted by the relevant regulatory authorities, an 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.

In particular, the Aroundtown shares that are intended to be transferred to
TLG shareholders as consideration (the 'Offer Shares') have not been, and
will not be, registered under the United States Securities Act of 1933, as
amended (the 'Securities Act'), or under the securities laws of any state,
district or other jurisdiction of the United States of America. The Offer
Shares may not be offered, sold or delivered, directly or indirectly, to
TLG shareholders located in the United States of America (the 'U.S.
Shareholders'), or to agents, nominees, trustees, custodians or other
persons acting for the account or benefit of U.S. Shareholders, except
pursuant to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act of 1933.

The Offer is not subject the 'U.S. tender offer rules' contained in
Regulation 14D under the United States Securities Exchange Act of 1934, as
amended (the 'Exchange Act') and is being made with respect to U.S.
Shareholders in reliance on exemptions available for cross-border tender
offers. These exemptions permit a bidder to satisfy certain United States
substantive and procedural Exchange Act rules governing tender offers by
complying with home jurisdiction law or practice and exempts the bidder
from compliance with certain other rules of the Exchange Act. As a result,
the Offer is made in accordance with the applicable regulatory, disclosure
and procedural requirements under German law, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of
payments, that are different from those applicable under United States
domestic tender offer procedures and law.

To the extent permissible under applicable law or regulation, and in
accordance with German market practice, Aroundtown or its brokers may
purchase, or conclude agreements to purchase, TLG shares, directly or
indirectly, outside of the scope of the Offer, before, during or after the
acceptance or further acceptance period. This applies to other securities
that are directly convertible into, exchangeable for, or exercisable for
TLG 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 and will also be
published in the form of an unofficial English translation on the internet
website of Aroundtown.

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', 'contemplate', 'aim',
'assume' or similar expressions. Such statements express the intentions,
opinions or current expectations and assumptions of Aroundtown and the
persons acting together with Aroundtown. Such forward-looking statements
are based on current plans, estimates and forecasts which Aroundtown and
the persons acting together with Aroundtown 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 Aroundtown or the
persons acting together with Aroundtown. 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.

Grand Duchy of Luxembourg, November 18, 2019

Aroundtown
Board of Directors
End of the WpÜG announcement

End of WpÜG announcement

The 19.11.2019 DGAP Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Listed: Bieter:
Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Stuttgart; Dublin, Luxembourg Stock Exchange,
SIX

Zielgesellschaft:
Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, Stuttgart, Tradegate
Exchange


Die wichtigsten Finanzdaten auf einen Blick
  2017 2018 2019 2020 2021 2022 2023e
Umsatzerlöse1 168,31 223,89 229,77 216,94 172,68 203,20 0,00
EBITDA1,2 128,02 173,92 828,27 285,40 180,19 213,20 0,00
EBITDA-Marge3 76,06 77,68 360,48 131,56 104,35 104,92
EBIT1,4 346,16 561,05 826,54 645,35 366,86 211,30 0,00
EBIT-Marge5 205,67 250,59 359,73 297,48 212,45 103,99 0,00
Jahresüberschuss1 284,37 310,95 578,32 492,30 315,05 55,25 0,00
Netto-Marge6 168,96 138,89 251,70 226,93 182,45 27,19 0,00
Cashflow1,7 100,68 161,88 131,92 140,62 156,52 180,98 0,00
Ergebnis je Aktie8 3,56 2,99 5,30 4,61 3,12 0,41 0,57
Dividende8 0,82 0,91 0,96 1,02 0,94 0,93 0,80
Quelle: boersengefluester.de und Firmenangaben

  Geschäftsbericht 2022 - Kostenfrei herunterladen.  
1 in Mio. Euro; 2 EBITDA = Ergebnis vor Zinsen, Steuern und Abschreibungen; 3 EBITDA in Relation zum Umsatz; 4 EBIT = Ergebnis vor Zinsen und Steuern; 5 EBIT in Relation zum Umsatz; 6 Jahresüberschuss (-fehlbetrag) in Relation zum Umsatz; 7 Cashflow aus der gewöhnlichen Geschäftstätigkeit; 8 in Euro; Quelle: boersengefluester.de

Wirtschaftsprüfer: Fair Audit

INVESTOR-INFORMATIONEN
©boersengefluester.de
TLG Immobilien
WKN Kurs in € Einschätzung Börsenwert in Mio. €
A12B8Z 15,000 Halten 1.696,81
KGV 2025e KGV 10Y-Ø BGFL-Ratio Shiller-KGV
13,04 14,95 0,87 5,72
KBV KCV KUV EV/EBITDA
0,63 9,38 8,35 13,35
Dividende '22 in € Dividende '23e in € Div.-Rendite '23e
in %
Hauptversammlung
0,93 0,00 0,00 04.07.2023
Q1-Zahlen Q2-Zahlen Q3-Zahlen Bilanz-PK
- - - 29.03.2023
Abstand 60Tage-Linie Abstand 200Tage-Linie Performance YtD Performance 52 Wochen
1,17% -2,11% 0,00% -28,40%
    
Weitere Ad-hoc und Unternehmensrelevante Mitteilungen zu Aroundtown SA  ISIN: DE000A12B8Z4 können Sie bei EQS abrufen


Immobilien (Gewerbe) , A12B8Z , TLG , HAM:TLG