1077 AR Amsterdam, The Netherlands
registered with the Commercial Register of the Netherlands Chamber of Commerce (Handelsregister van de Kamer van Koophandel) under trade register number 76158233
Deutsche Industrie REIT-AG
14482 Potsdam, Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Rostock under HRB 13964
Today, on October 26, 2021, CTP N.V., with its statutory seat in Utrecht, The Netherlands (“CTP”), decided to offer all shareholders of Deutsche Industrie REIT-AG, with its registered office in Rostock, Germany (“DIR”), to acquire all no-par value bearer shares, each share representing a pro rata amount of the share capital of EUR 1.00 (the “DIR Shares”), by way of a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) (the “Offer”).
Subject to the determination of the statutory minimum price by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the final terms set forth in the offer document (Angebotsunterlage), CTP intends to offer a cash consideration of EUR 17.12 per DIR Share. As a voluntary alternative consideration by choice of each accepting shareholder, CTP intends to offer five new shares of CTP, each share representing a pro rata amount of CTP’s share capital of EUR 0.16 (the “Offer Shares”), in exchange for each four DIR Shares (corresponding to 1.25 shares of CTP for each tendered DIR Share) (the “Share Consideration”). The Offer Shares will be offered with the same profit participation rights as the currently issued shares by CTP and shall be created through a capital increase based on authorized capital of CTP. The shares of CTP are listed on Euronext Amsterdam, a regulated market of Euronext Amsterdam N.V. (ISIN: NL00150006R6). The same listing is intended for the Offer Shares.
The Offer will at the same time meet the requirements of a delisting offer pursuant to Section 39 para. 2 sent. 1 and para. 3 BörsG required for a revocation of the admission to trading of the DIR Shares on the regulated market (regulierter Markt) of the Berlin Stock Exchange (Börse Berlin) and the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Prime Standard) (the “Delisting”). In accordance with Section 39 para. 3 sent. 1 BörsG, the Offer will not be subject to any closing conditions.
In connection with the Offer, CTP and DIR today entered into an agreement (the “Business Combination Agreement”), which addresses the common understanding of the parties with respect to the economic and strategic background of the transaction, the Offer process, as well as the general support of the Offer by DIR and its management and supervisory boards. In the Business Combination Agreement, DIR has undertaken towards CTP, to the extent legally permissible, to submit a Delisting application to the Berlin Stock Exchange and the Frankfurt Stock Exchange. In this context, it is planned that DIR convenes an extraordinary shareholders’ meeting (außerordentliche Hauptversammlung) prior to the publication of the offer document in order to resolve on the removal of the REIT status of DIR, including the resulting amendments of the articles of association.
In order to help secure the transaction, CTP entered into irrevocable undertakings with various shareholders of DIR, including companies controlled by the CEO of DIR, supporting the Offer together comprising approximately 44% of DIR’s share capital and voting rights, in which the shareholders committed to tender their DIR Shares in the Offer in exchange for the Share Consideration.
The Offer will be made in accordance with the terms and conditions set forth in the offer document. To the extent legally permissible, CTP reserves the right to deviate in the final terms of the Offer from the information described herein.
The offer document, as well as further information relating to the Offer, will be published on the Internet at https://ctp.eu/investors/takeover-offers/DIR-takeover.
This announcement is for information purposes only and neither constitutes an offer to purchase or exchange nor an invitation to sell or to make an offer to exchange, securities of Deutsche Industrie REIT-AG (“DIR”) or CTP N.V. (“CTP”). The final terms and further provisions regarding the public takeover and delisting offer (the “Offer”) will be disclosed in the offer document once its publication will have been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). CTP reserves the right to deviate in the final terms and conditions of the Offer from the basic information described herein. Investors and holders of securities of DIR are strongly recommended to read the offer document and all announcements in connection with the Offer as soon as they are published, as they contain or will contain important information.
The Offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”). The Offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany. (...)
To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of CTP and the persons acting in conjunction with CTP, for example with regard to the potential consequences of the Offer for DIR, for those shareholders of DIR who choose not to accept the Offer or for future financial results of DIR. Such forward-looking statements are based on current plans, estimates and forecasts which CTP and the persons acting in conjunction with CTP have made to the best of their knowledge, but which 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 CTP or the persons acting in conjunction with CTP. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
Amsterdam, October 26, 2021