24 June 2021

Vonovia SE: Vonovia launches public takeover offer for Deutsche Wohnen shares

Press Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION.

- Deutsche Wohnen shareholders can tender their shares from today up to 21 July 2021 (24:00 CEST) 

- As previously announced, Vonovia is offering Deutsche Wohnen shareholders a cash payment of € 52 per Deutsche Wohnen share 

Bochum, 23 June 2021 – Further to the announcement of 24 May 2021, Vonovia SE (“Vonovia”) today declared the launch of its voluntary public takeover offer for all shares in Deutsche Wohnen SE (“Deutsche Wohnen”). As described in the Offer Document published today, Vonovia is offering € 52 in cash for each Deutsche Wohnen share. The detailed terms and conditions of the offer and the closing conditions can be found in the Offer Document. 

The offer period begins today and is expected to end on 21 July 2021 at 24:00 CEST. During this period, Deutsche Wohnen shareholders have the opportunity to accept the offer and tender their shares. For Deutsche Wohnen shareholders, Vonovia’s offer represents a premium of 15.6% on the closing price of Deutsche Wohnen on 21 May 2021, the last day of trading before the offer was announced on 24 May 2021, and of 22.4% based on the volume-weighted average price of Deutsche Wohnen shares over the last three months up to 21 May 2021. 

The Management Board and Supervisory Board of Deutsche Wohnen will support the combination of the two companies – subject to a thorough review of the Offer Document. The members of theManagement Board and Supervisory Board who hold Deutsche Wohnen shares have stated their intention to accept the takeover offer for all their shares. The two companies already reached agreement on the key terms of the combination on 24 May 2021. 

For Vonovia’s shareholders, the joint management of the complementary regional portfolios will bring synergies and cost savings of approximately € 105 million per year. These cost savings are expected to be fully realised by the end of 2024 and do not yet include benefits from joint financing. 

With this transaction, Vonovia is abiding by its strict criteria. The Deutsche Wohnen portfolio is a sound strategic addition to Vonovia’s portfolio; the business combination is rental EBITDA yield and NTA per share accretive; the credit rating will remain extremely strong following the acquisition. The rating agency S&P has confirmed Vonovia’s current rating of BBB+ and Moody’s has initiated coverage with a rating of A3. 

The publication of the Offer Document has been authorised by the German Federal Financial Supervisory Authority (BaFin); it is now available at https://de.vonovia-st.de/. Along with the German version of the Offer Document, a non-binding English version of the Offer Document is also available at this web address.

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