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.

Vonovia SE: Business Combination Agreement; Offer for all outstanding shares in Deutsche Wohnen SE

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse

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 

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.

ams AG: ams OSRAM announces successful delisting offer and forthcoming delisting of OSRAM shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

- Delisting offer acceptance period ended on 18 June 2021 at 24:00 CEST

- 6,935,319 OSRAM shares have been tendered into the Delisting Offer

- ams shareholding in OSRAM increased to 80.3% (including shares purchased in parallel)

- Delisting of OSRAM shares from Frankfurt Stock Exchange expected for 30 June 2021

- Settlement of Delisting Offer expected for 30 June 2021

Premstätten, Austria (23 June 2021) -- ams OSRAM (SIX: AMS), a global leader in optical solutions, announces the results of the public delisting offer (“Delisting Offer”) in the context of the forthcoming delisting of OSRAM Licht AG (“OSRAM”) following the end of the four week acceptance period of the Delisting Offer on 18 June 2021 at 24:00 CEST.

At the end of the acceptance period, 6,935,319 OSRAM shares had been tendered into the Delisting Offer. This corresponds to approximately 7.2% of shares in OSRAM. Including the OSRAM shares purchased in parallel to the Delisting Offer, ams' shareholding in OSRAM has increased to 80.3%.

OSRAM’s listing on the Frankfurt Stock Exchange is expected to be terminated as of 30 June 2021 and the listing on the Munich Stock Exchange will be terminated as of 30 September 2021. The settlement of the Delisting Offer is expected for 30 June 2021.

“We have achieved our objective for the Delisting Offer which was to streamline the corporate structure, and we have also added meaningfully to our shareholding in OSRAM,” said Alexander Everke, CEO of ams OSRAM. “We are excited about the future prospects of ams OSRAM and look forward to continuing our successful integration to deliver on our strategic vision to create the uncontested leader in optical solutions.”