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