- 59.37% of TLG shares tendered into Exchange Offer by Aroundtown by end of initial
acceptance period on January 21, 2020
- Additional acceptance period to end on February 7, 2020 (midnight CET) for shareholders who have not yet accepted the offer
- Any increase of the acceptance rate will likely lead to more expeditious realization of synergies
Berlin, 24 January 2020 – Today, Aroundtown announced that at the end of the initial acceptance period on 21 January, 2020, shareholders of TLG IMMOBILIEN AG (“TLG”) had tendered a total of 66,537,413 TLG shares into the exchange offer by Aroundtown SA (“Aroundtown”), thereby endorsing the merger as a friendly and agreed share-for-share business combination of the two companies. Any increase in the acceptance rate within the additional acceptance period will likely lead to a more expeditious realization of the expected synergies.
The current acceptance rate corresponds to 59.37% of TLG’s total share capital and voting rights. Aroundtown is party to an irrevocable undertaking agreement with Ouram Holding S.à r.l. relating to an additional 10.41% of TLG’s share capital. TLG Shareholders who have not yet accepted the exchange offer continue to have the opportunity to tender their TLG shares during the additional acceptance period that will run from 25 January 2020 through 7 February 2020, at 24:00 hours (midnight) (CET). The final number of tendered TLG shares will be announced by Aroundtown after the expiration of the additional acceptance period.
The exchange offer is no longer subject to any closing conditions since all conditions were satisfied at the time of expiration of the initial acceptance period.
TLG’s Management Board and Supervisory Board welcome the significant acceptance of the exchange offer as it confirms their conviction that the combination with Aroundtown entails tremendous potential for value creation for TLG shareholders. By tendering their shares into the exchange offer during the additional acceptance period, TLG shareholders still have an opportunity to share into the upside of the business combination.
In a joint reasoned statement released on 23 December 2019 pursuant to Section 27 para. 1 of the German Securities Acquisition and Takeover Act (“WpÜG”), the management and supervisory boards of TLG concluded that Aroundtown’s offer of 3.6 Aroundtown shares per TLG share represents a fair consideration and recommended TLG shareholders to accept the voluntary public exchange offer from Aroundtown.
Goldman Sachs, Kempen and UBS are acting as financial advisers and Sullivan & Cromwell is acting as legal adviser to TLG.
TLG’s communications in relation to the offer are published in German and as non-binding English translations at https://ir.tlg.eu/websites/tlg/English/3499/merger-with-aroundtown.html.
- Additional acceptance period to end on February 7, 2020 (midnight CET) for shareholders who have not yet accepted the offer
- Any increase of the acceptance rate will likely lead to more expeditious realization of synergies
Berlin, 24 January 2020 – Today, Aroundtown announced that at the end of the initial acceptance period on 21 January, 2020, shareholders of TLG IMMOBILIEN AG (“TLG”) had tendered a total of 66,537,413 TLG shares into the exchange offer by Aroundtown SA (“Aroundtown”), thereby endorsing the merger as a friendly and agreed share-for-share business combination of the two companies. Any increase in the acceptance rate within the additional acceptance period will likely lead to a more expeditious realization of the expected synergies.
The current acceptance rate corresponds to 59.37% of TLG’s total share capital and voting rights. Aroundtown is party to an irrevocable undertaking agreement with Ouram Holding S.à r.l. relating to an additional 10.41% of TLG’s share capital. TLG Shareholders who have not yet accepted the exchange offer continue to have the opportunity to tender their TLG shares during the additional acceptance period that will run from 25 January 2020 through 7 February 2020, at 24:00 hours (midnight) (CET). The final number of tendered TLG shares will be announced by Aroundtown after the expiration of the additional acceptance period.
The exchange offer is no longer subject to any closing conditions since all conditions were satisfied at the time of expiration of the initial acceptance period.
TLG’s Management Board and Supervisory Board welcome the significant acceptance of the exchange offer as it confirms their conviction that the combination with Aroundtown entails tremendous potential for value creation for TLG shareholders. By tendering their shares into the exchange offer during the additional acceptance period, TLG shareholders still have an opportunity to share into the upside of the business combination.
In a joint reasoned statement released on 23 December 2019 pursuant to Section 27 para. 1 of the German Securities Acquisition and Takeover Act (“WpÜG”), the management and supervisory boards of TLG concluded that Aroundtown’s offer of 3.6 Aroundtown shares per TLG share represents a fair consideration and recommended TLG shareholders to accept the voluntary public exchange offer from Aroundtown.
Goldman Sachs, Kempen and UBS are acting as financial advisers and Sullivan & Cromwell is acting as legal adviser to TLG.
TLG’s communications in relation to the offer are published in German and as non-binding English translations at https://ir.tlg.eu/websites/tlg/English/3499/merger-with-aroundtown.html.
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