DEUTSCHE WOHNEN SE

DWNI
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DGAP-Adhoc : Deutsche Wohnen SE: Deutsche Wohnen and Vonovia sign new agreement on merger of both companies

08/01/2021 | 04:03pm
DGAP-Ad-hoc: Deutsche Wohnen SE / Key word(s): Mergers & Acquisitions/Merger 
Deutsche Wohnen SE: Deutsche Wohnen and Vonovia sign new agreement on merger of both companies 
01-Aug-2021 / 22:01 CET/CEST 
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a 
service of EQS Group AG. 
The issuer is solely responsible for the content of this announcement. 
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Publication of inside information pursuant to Article 17(1) of Regulation (EU) 596/2014 on Market Abuse (Market Abuse 
Regulation) 
Deutsche Wohnen and Vonovia sign new agreement on merger of both companies 
Berlin, August 1, 2021 - Today, Deutsche Wohnen SE (ISIN DE000A0HN5C6) ("Deutsche Wohnen") and Vonovia SE ( "Vonovia") 
entered into a new business combination agreement ("BCA") regarding the merger of both companies. Deutsche Wohnen 
remains convinced of the strategic advantages of a merger between the two companies. 
In this context, Vonovia plans, subject to the approval of the German Federal Financial Supervisory Authority 
("BaFin"), to make another voluntary public takeover offer pursuant to the German Securities Acquisition and Takeover 
Act (Wertpapiererwerbs- und Übernahmegesetz) for all outstanding shares of Deutsche Wohnen at a price of EUR 53.00 per 
share in cash. The proposed takeover offer will be subject to a minimum acceptance rate of 50% of the outstanding 
shares in Deutsche Wohnen, and other customary conditions. As the planned takeover offer shall be made within the 
statutory lock-up period of one year after the minimum acceptance ratio of the takeover offer previously made by 
Vonovia has not been reached, prior exemption by BaFin is required. 
The management board and the supervisory board of Deutsche Wohnen welcome Vonovia's planned improved takeover offer 
and, subject to the review of the final offer document, intend to support it and recommend its acceptance to the 
shareholders. Accordingly, Deutsche Wohnen has agreed to an exemption from the one-year lock-up period. 
Together with Vonovia, Deutsche Wohnen remains committed to the joint plan to create Europe's largest residential real 
estate group. 
Both companies have adapted the agreement in principle to the new situation. The parties have retained the core content 
of the agreement on the combined company ("Vonovia SE" with headquarters in Bochum and management from Bochum and 
Berlin). This also applies to the previously agreed governance structure and board composition, in particular the 
appointment of Mr. Michael Zahn as Deputy Chairman of the Management Board and Mr. Philip Grosse as Chief Financial 
Officer of Vonovia. 
Deutsche Wohnen and Vonovia also remain committed to their responsibility for a social and sustainable housing policy 
and, more specifically, to the "Future and Social Housing Pact" ("Zukunfts- und Sozialpakt Wohnen") concluded with the 
federal state of Berlin. The waiver of terminations operations-related redundancies with effect from a date prior to 
December 31, 2023 in connection with the transaction is also part of the continuing agreements. 
In connection with the transaction, the parties have also agreed to settle the previously agreed sale of 12,708,563 
treasury shares of Deutsche Wohnen to Vonovia at a price of EUR 52.00 per share. 
In addition, the management board of Deutsche Wohnen, with the approval of the supervisory board, has resolved, subject 
to certain conditions to increase the share capital of the Company by EUR 19,620,147.00 by issuing 19,620,147 new 
shares to be issued to Vonovia. Subject to the fulfilment of certain conditions, Deutsche Wohnen will sell the 
3,362,003 treasury shares it continues to hold to Vonovia at the offer price of EUR 53.00 per share. 
With respect to the outstanding convertible bonds of Deutsche Wohnen, it will, as agreed, determine the settlement 
mechanism in the event of a change of control upon conversion (cash payment or delivery of shares) in due time until 
the publication of the offer document relating to the takeover offer. 
Vonovia has undertaken not to enter into a domination and/or profit and loss transfer agreement with Deutsche Wohnen 
for a period of three years from today's date of the conclusion of the BCA. 
Notifying person: 
Sebastian Jacob 
Director Investor Relations 
Phone +49 (0)30 897 86-5413 
Fax +49 (0)30 897 86-5419 
ir@deutsche-wohnen.com 
End of announcement 
Important notice 
This announcement is for information purposes only and neither constitutes an invitation to sell nor an offer to 
purchase securities. 
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 Deutsche 
Wohnen and the persons acting jointly with Deutsche Wohnen. Such forward-looking statements are based on current plans, 
estimates and forecasts, which Deutsche Wohnen and the persons acting jointly with Deutsche Wohnen 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 Deutsche Wohnen or 
the persons acting jointly with Deutsche Wohnen. These expectations and forward-looking statements can turn out to be 
incorrect and the actual events or consequences may differ materially from those contained in or expressed by such 
forward-looking statements. 
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01-Aug-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and 
Press Releases. 
Archive at www.dgap.de 
=---------------------------------------------------------------------------------------------------------------------- 
Language:     English 
Company:      Deutsche Wohnen SE 
              Mecklenburgische Straße 57 
              14197 Berlin 
              Germany 
Phone:        +49 (0)30 89786-5413 
Fax:          +49 (0)30 89786-5419 
E-mail:       ir@deutsche-wohnen.com 
Internet:     https://www.deutsche-wohnen.com 
ISIN:         DE000A0HN5C6 
WKN:          A0HN5C 
Indices:      DAX 
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, 
              Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange 
EQS News ID:  1223228 
 
End of Announcement  DGAP News Service 
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1223228 01-Aug-2021 CET/CEST

 
Image link: 
https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1223228&application_name=news 
 

(END) Dow Jones Newswires

August 01, 2021 16:02 ET (20:02 GMT)

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