NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) IN ANY OTHER JURISDICTION OR INTO OR FROM ANY OTHER
JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH
Vonovia intends to submit new takeover offer to Deutsche Wohnen shareholders in the near future - Deutsche Wohnen supports this move
- Boards of both companies continue to view the business combination as strategically compelling
- Vonovia to file for exemption from blocking period from BaFin
- New offer builds on previous agreements:
- Vonovia increases transaction security and raises offer price to EUR 53 per Deutsche Wohnen share
- Minimum acceptance threshold of 50%
- Both companies are renewing the Business Combination Agreement with almost unchanged key terms as the roadmap for the transaction
- Offer made by both companies to Berlin policy-makers on the Future and Social Pact for Housing remains firm
- Financing of the new offer is secured
Bochum, 1 August 2021 - Vonovia SE ("Vonovia") and Deutsche Wohnen SE ("Deutsche Wohnen") continue to view a combination of the two companies as strategically and socially compelling and this weekend renewed their Business Combination Agreement. The two companies agree that together they will be able to tackle the major challenges in the housing market - climate protection, affordable housing and new construction - far more effectively and that a business combination will be equally beneficial for shareholders, tenants and the housing market.
On this basis, Vonovia intends to submit a new voluntary takeover offer to the shareholders of Deutsche Wohnen in the near future, maintaining the key parameters of the offer made on 23 June 2021. Subject to their review of the new offer document, the boards of Deutsche Wohnen intend to recommend such an offer to their shareholders.
Rolf Buch, CEO of Vonovia: "We remain convinced that a combination of the two companies will bring strategic and economic benefits and support housing policy goals. Our plans also have the backing of key shareholders of Vonovia and Deutsche Wohnen. With our renewed offer, we are providing the highest degree of transaction security and thus acting in the long-term interests of all our stakeholders. At the same time, we stand by our commitments as a reliable political partner to use our combined strength to tackle the challenges of the housing market."
Michael Zahn, CEO of Deutsche Wohnen: "A business combination based on partnership with Vonovia remains strategically compelling and will bring significant benefits. Our impression from recent discussions with our shareholders is that they also recognise this strategic logic. Moreover, many shareholders regretted that the transaction was not successful. We do not want to deprive them of the opportunity to approve the business combination under improved conditions."
Application for exemption from the blocking period to be filed shortly
The public takeover offer to the shareholders of Deutsche Wohnen on 23 June, with an acceptance level of 47.62%, failed to reach the minimum acceptance threshold. A new takeover offer requires exemption from the one-year blocking period from the financial regulator BaFin; the application for this exemption will be filed shortly. If and as soon as BaFin gives the go-ahead, Vonovia will duly announce the offer, submit a new voluntary offer to the shareholders of Deutsche Wohnen to BaFin for review and, once approved, present it to the shareholders. The key terms of this offer will be:
- Cash offer of EUR 53 Euro per share. The closing is now expected to take place in Q4 and thus at the end of the current financial year.
- The minimum acceptance threshold is 50%.
- This price offers Deutsche Wohnen shareholders a premium of 17.8% on Deutsche Wohnen's closing price on 21 May 2021 and of 24.9% based on the volume-weighted average price of the Deutsche Wohnen share over the three months up to 21 May 2021.
- Exclusion of a domination and profit and loss transfer agreement for a period of three years.
All other terms of the Business Combination Agreement of 24 May 2021 shall remain essentially unchanged in the event of a new offer. This also includes the personnel changes and the commitments to exclude operational redundancies before the end of 2023.
The Federal Cartel Office had already approved Vonovia's planned business combination with Deutsche Wohnen on 28 June 2021.
The two companies continue to offer the Future and Social Pact for Housing
Both companies are standing by their commitments as a reliable partner to policy-makers: the Future and Social Pact for Housing, which includes a limit on rent increases until 2026 and 13,000 new flats for Berlin - especially for young families - remains valid, as does the offer to transfer 20,000 flats from the portfolios of both companies to expand municipal housing stock. Talks with the State of Berlin are ongoing.
Joint property management brings considerable cost advantages
The portfolios of Vonovia and Deutsche Wohnen complement each other ideally in geographical terms, resulting in expected annual synergies of EUR 105 million. A business combination will create a very well-balanced portfolio with a strong presence in strategic growth regions.
Strict compliance with all acquisition criteria - Extremely robust business model
Vonovia has defined strict criteria for acquisitions, all of which will still be met by the proposed transaction: The combination of the portfolios will generate cost savings in property management; is NTA per share accretive; the credit rating will remain strong following the acquisition. Vonovia expects the rating agencies to once again affirm Vonovia's current credit ratings (S&P: BBB+; Moody's: A3).
The financing of the takeover offer is secured through an acquisition financing bridge of approximately EUR 20 billion. With regard to refinancing, planned measures include a rights issue of up to EUR 8 billion, to be completed after the transaction closing.
Vonovia SE is Europe's leading private residential real estate company. Vonovia currently owns around 415,000 residential units in all attractive cities and regions in Germany, Sweden and Austria. It also manages around 72,500 apartments. Its portfolio is worth approximately € 59.0 billion. As a modern service provider, Vonovia focuses on customer orientation and tenant satisfaction. Offering tenants affordable, attractive and livable homes is a prerequisite for the company's successful development. Therefore, Vonovia makes long-term investments in the maintenance, modernization and senior-friendly conversion of its properties. The company is also creating more and more new apartments by realizing infill developments and adding to existing buildings.
The company, which is based in Bochum, has been listed on the stock exchange since 2013. Since September 2015 Vonovia has been a constituent in the DAX 30 and since September 2020 in the EURO STOXX 50. Vonovia SE is also a constituent of additional national and international indices, including DAX 50 ESG, Dow Jones Sustainability Index Europe, STOXX Global ESG Leaders, EURO STOXX ESG Leaders 50, STOXX Europe ESG Leaders 50, FTSE EPRA/NAREIT Developed Europe, and GPR 250 World. Vonovia has a workforce of more than 10,000 employees.
Approval: Regulated Market/Prime Standard, Frankfurt Stock Exchange
Common code: 094567408
Registered headquarters of Vonovia SE: Bochum, Germany, Bochum Local Court, HRB 16879
Business address of Vonovia SE: Universitaetsstrasse 133, 44803 Bochum, Germany
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Deutsche Wohnen SE ("Deutsche Wohnen"). The final decision of Vonovia whether to launch an offer is subject to receiving permission from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) to do so. If an offer is pursued by Vonovia SE, the final terms and further provisions regarding the takeover offer will be in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Vonovia SE reserves the right to deviate from the basic terms presented herein
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.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, Vonovia SE or its brokers may purchase, or conclude agreements to purchase, Deutsche Wohnen Shares, directly or indirectly, outside of, if made, the scope of the public takeover offer, before, during or after the acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for Deutsche Wohnen 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.
If any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "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.
01.08.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de