17.06.2016
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DGAP-WpÜG: Takeover Offer;
Target company: ISARIA Wohnbau AG; Bidder: LSREF4 ARIA Beteiligungs GmbH & Co. KG
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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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 pursuant to sec. 10 para. 1 in conjunction with sec. 29 paras.
1, 34
according to the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
Bidder:
LSREF4 ARIA Beteiligungs GmbH & Co. KG
Hamburger Allee 14
60486 Frankfurt am Main
Germany
registered in the commercial register of the local court Frankfurt am Main
under HRA 48769
Target company:
ISARIA Wohnbau AG
Leopoldstr. 8
80802 München
Germany
registered in the commercial register of the local court München under HRB
187909
ISIN: DE000A1E8H38
The offer document will be published on the internet following clearance by
the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) at:
http://www.lsref4aria.de
Information on the Bidder:
On June 17, 2016 LSREF4 ARIA Beteiligungs GmbH & Co. KG (the 'Bidder'), an
affiliate of Lone Star Real Estate Fund IV (U.S.), L.P. and Lone Star Real
Estate Fund IV (Bermuda), L.P., decided to make a voluntary public takeover
offer to the shareholders of ISARIA Wohnbau AG (the 'Company') with its
registered office in Munich to acquire their no-par value bearer shares in
ISARIA Wohnbau AG (by way of a cash offer), each representing a pro rata
amount of the registered share capital of EUR 1.00 (ISIN DE000A1E8H38) (the
'ISARIA-Shares').
In exchange for each ISARIA-Share tendered to the Bidder, the Bidder will
offer EUR 4.50 in cash as consideration, subject to the final determination
of the minimum price and the final terms set forth in the offer document.
Otherwise, the public takeover offer will be made in accordance with the
terms and conditions set out in the offer document. To the extent legally
permissible, the Bidder reserves the right to deviate in the final terms of
the public takeover offer from the basic information described herein.
The Bidder currently intends, in agreement with the Company, to delist the
Company's shares from the regulated market of the Frankfurt Stock Exchange
in due course.
Important notice
This announcement is for information purposes only and neither constitutes
an invitation to sell, nor an offer to purchase, ISARIA Wohnbau AG
securities. The final terms and further provisions regarding the public
takeover offer will be disclosed in the offer document once it will have
been approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungen). Investors and holders of ISARIA
Wohnbau AG securities are strongly recommended to read the offer document
and all announcements in connection with the public takeover offer as they
contain or will contain important information.
The offer will be made exclusively under the laws of the Federal Republic
of Germany, especially under the German Securities Acquisition and Takeover
Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer will not be
executed according to the provisions of jurisdictions other than those of
Federal Republic of Germany. Thus, no other announcements, registrations,
admissions or approvals of the offer outside of Federal Republic of Germany
have been filed, arranged for or granted. Holders of ISARIA Wohnbau AG
securities cannot rely on having recourse to provisions for the protection
of investors in any jurisdiction other than such provisions of Federal
Republic of Germany.
To the extent permissible under applicable law or regulation, and in
accordance with German market practice, LSREF4 ARIA Beteiligungs GmbH & Co.
KG or its brokers may purchase, or conclude agreements to purchase, ISARIA
Wohnbau AG securities, directly or indirectly, outside of the scope of the
public takeover offer, before, during or after the acceptance or any
additional acceptance period. This applies to other securities that are
directly convertible into, exchangeable for, or exercisable for ISARIA
Wohnbau AG securities. 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 Federal Republic of Germany or any other relevant
jurisdiction.
To the extent 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 LSREF4 ARIA
Beteiligungs GmbH & Co. KG and the persons acting together with LSREF4 ARIA
Beteiligungs GmbH & Co. KG. Such forward-looking statements are based on
current plans, estimates and forecasts, which LSREF4 ARIA Beteiligungs GmbH
& Co. KG and the persons acting together with LSREF4 ARIA Beteiligungs GmbH
& Co. KG have made to the best of their knowledge, but which they 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 LSREF4 ARIA Beteiligungs GmbH & Co. KG or the persons
acting together with LSREF4 ARIA Beteiligungs GmbH & Co. KG. It should be
kept in mind that the actual events or consequences may materially differ
from those contained in or expressed by such forward-looking statements.
Frankfurt, June 17, 2016
LSREF4 ARIA Beteiligungs GmbH & Co. KG
End of WpÜG announcement
The 17.06.2016DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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