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Bochum, 24 May 2021 – Today, Vonovia SE entered into an agreement with Deutsche Wohnen SE on the combination of both businesses by way of a public takeover offer to all shareholders of Deutsche Wohnen.
The management board of Vonovia SE has decided, with the approval of its supervisory board, that Vonovia SE will offer to the shareholders of Deutsche Wohnen SE by way of a voluntary takeover offer (cash offer) to acquire their no-par value bearer shares in Deutsche Wohnen SE representing a pro rata amount of Deutsche Wohnen SE’s registered share capital of EUR 1.00 per share (ISIN: DE000A0HN5C6).
As consideration for Deutsche Wohnen SE shares tendered to Vonovia SE, Vonovia SE intends to, subject to the final determination of the statutory minimum prices and the final determinations in the offer document, offer for each Deutsche Wohnen SE share a cash consideration of EUR 52. Together with the dividend of Deutsche Wohnen SE for the financial year 2020 which has been proposed to the annual general meeting convened for 1 June 2021 and which is expected to be EUR 1.,03 per share, the offer corresponds to a value per share in Deutsche Wohnen SE of EUR 53.03.
Based on the offer consideration the equity of Deutsche Wohnen SE is valued at approx. EUR 18bn. This corresponds to a premium of approx. 18% on the closing price of shares in Deutsche Wohnen SE on the last trading day (21 May 2021) and a premium of approx. 25% on their weighted average price during the last three months until 21 May 2021.
The consummation of the transaction is expected for end of August 2021 and will be subject to certain closing conditions. These will likely include, in particular, receipt of the required antitrust clearances, achieving a minimum acceptance of more than 50% in Deutsche Wohnen SE, absence of certain actions on the side of Deutsche Wohnen SE and non-occurrence of certain material adverse events.
Furthermore, the offer will be made subject to additional terms and conditions to be set out in the yet to be published offer document and Vonovia SE further reserves the right, to the extent legally permissible, to modify the final terms and conditions of the offer and to deviate from the above key parameters, including by providing for additional conditions. The offer document and further announcements relating to the offer will be published on the internet at https://en.vonovia-st.de. The exact deadline for the acceptance of the offer will be published on the same website. Vonovia SE currently intends to publish the offer document end of June 2021.
Cost savings of EUR 105 million per year are expected from the joint management and the regionally complementary portfolios. These are expected to result primarily from the joint operational management of the portfolio, the intensified implementation of Vonovia's value creation strategy in the Deutsche Wohnen portfolio as well, falling costs due to the provision of additional services by Vonovia's own craftsmen's organisation, and from joint purchasing and further standardisation in modernisation and maintenance. This does not yet include cost savings from joint financing. The full realisation of all potential cost savings is expected by the end of 2024.
In the Business Combination Agreement, Deutsche Wohnen SE agreed to support the offer, subject to the statutory duties of the board members.
The parties aim for Michael Zahn (CEO of Deutsche Wohnen SE) and Philip Grosse (CFO of Deutsche Wohnen SE) to be appointed to the management board of Vonovia SE following the success of the combination.
As part of their planned combination, Vonovia SE and Deutsche Wohnen SE are offering the State of Berlin to acquire a significant number of residential units from the stock of the two companies.
The financing of the takeover offer is secured by an acquisition financing of around EUR 22 billion. Vonovia is planning a rights issue of up to EUR 8 billion, which is expected to take place in the second half of 2021 following the completion of the transaction.
It is expected that the rating agency S&P will confirm Vonovia’s current rating of BBB+. It is expected that Moody’s will initiate with a rating of A3.
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