DGAP-News: TLG IMMOBILIEN AG / Key word(s): Tender Offer/Delisting
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.
TLG IMMOBILIEN AG plans delisting, Aroundtown to launch public delisting tender offer for EUR 31.67
- Aroundtown has decided on the launch of a public delisting tender offer for EUR 31.67 per TLG Share
- TLG to support such delisting offer
- TLG intends to withdraw from the stock exchange (delisting)
Berlin, October 20, 2021 - Today, the management board of TLG IMMOBILIEN AG ("TLG" or the "Company") has resolved, with the approval of the supervisory board, and in consultation with Aroundtown SA ("Aroundtown"), which holds approx. 79.89% of the shares of the Company ("TLG Shares"), to delist the TLG Shares. A respective application will be made at the Frankfurt Stock Exchange at the appropriate time following publication of a public delisting offer by Aroundtown. The delisting offer enables TLG shareholders to sell their TLG Shares before termination of the stock exchange listing.
To this end, TLG today entered into a delisting agreement with Aroundtown with approval by the supervisory board. In this delisting agreement, Aroundtown has committed itself to making a public tender offer to TLG shareholders to purchase their shares in exchange for payment of EUR 31.67 per TLG Share. The delisting agreement further provides that TLG - subject to an examination of the offer document still to be approved by the German Federal Financial Supervisory Authority (BaFin) - will support the delisting offer in the context of a joint reasoned opinion of the management board and the supervisory board and will file an application for the revocation of the admission of the Company's shares to trading on the Regulated Market of the Frankfurt Stock Exchange prior to the expiry of the acceptance period. The management board is of the opinion that the conclusion of the delisting agreement is in the interest of the Company.
In order to afford the shareholders of the Company the opportunity to sell their TLG Shares to the Company ahead of the completion of the delisting offer, the management board of the Company considers to buy back TLG Shares by way of a public share buyback offer. If the Company decides to conduct such public share buyback, a separate announcement will follow.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND CONSTITUTES NEITHER AN INVITATION TO SELL, NOR AN OFFER TO PURCHASE, SECURITIES OF TLG IMMOBILIEN AG ("TLG"). THE FINAL TERMS AND FURTHER PROVISIONS REGARDING THE PUBLIC DELISTING TENDER OFFER ARE DISCLOSED IN THE OFFER DOCUMENT. INVESTORS AND HOLDERS OF SECURITIES OF TLG ARE STRONGLY RECOMMENDED TO READ THE OFFER DOCUMENT AND ALL ANNOUNCEMENTS IN CONNECTION WITH THE PUBLIC DELISTING TENDER OFFER AS SOON AS THEY ARE PUBLISHED, SINCE THEY WILL CONTAIN IMPORTANT INFORMATION.
THE OFFER WILL BE MADE EXCLUSIVELY UNDER THE LAWS OF THE FEDERAL REPUBLIC OF GERMANY, SPECIFICALLY UNDER THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ), AND CERTAIN PROVISIONS OF THE SECURITIES LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO CROSS-BORDER OFFERS WITH A LIMITED CIRCLE OF SHAREHOLDERS WHOSE PLACE OF RESIDENCE, SEAT OR PLACE OF HABITUAL ABODE IS IN THE UNITED STATES OF AMERICA. THE PUBLIC DELISTING TENDER OFFER SHALL NOT BE EXECUTED ACCORDING TO THE PROVISIONS OF JURISDICTIONS OTHER THAN THOSE OF THE FEDERAL REPUBLIC OF GERMANY OR THE UNITED STATES OF AMERICA (TO THE EXTENT APPLICABLE). THUS, NO OTHER ANNOUNCEMENTS, REGISTRATIONS, ADMISSIONS OR APPROVALS OF THE PUBLIC DELISTING TENDER OFFER OUTSIDE OF THE FEDERAL REPUBLIC OF GERMANY HAVE BEEN FILED, ARRANGED FOR OR GRANTED. INVESTORS IN, AND HOLDERS OF, SECURITIES IN TLG CANNOT RELY ON HAVING RECOURSE TO PROVISIONS FOR THE PROTECTION OF INVESTORS IN ANY JURISDICTION OTHER THAN THE PROVISIONS OF THE FEDERAL REPUBLIC OF GERMANY OR THE UNITED STATES OF AMERICA (TO THE EXTENT APPLICABLE). SUBJECT TO THE EXCEPTIONS DESCRIBED IN THE OFFER DOCUMENT AS WELL AS ANY EXEMPTIONS THAT MAY BE GRANTED BY THE RELEVANT REGULATORS, A TENDER OFFER SHALL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN JURISDICTIONS WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.
TO THE EXTENT PERMITTED BY APPLICABLE LAW AND IN ACCORDANCE WITH GERMAN MARKET PRACTICE, TLG OR BROKERS ACTING ON BEHALF OF TLG MAY DIRECTLY OR INDIRECTLY ACQUIRE TLG SHARES OR ENTER INTO AGREEMENTS TO THIS EFFECT OUTSIDE THE PUBLIC DELISTING TENDER OFFER BEFORE, DURING OR AFTER THE ACCEPTANCE PERIOD OF THE PUBLIC DELISTING TENDER OFFER. THIS APPLIES IN THE SAME WAY TO OTHER SECURITIES GRANTING A DIRECT CONVERSION OR EXCHANGE RIGHT INTO, OR AN OPTION RIGHT TO, TLG SHARES. THESE PURCHASES MAY BE MADE ON THE STOCK EXCHANGE AT MARKET PRICES OR OFF THE STOCK EXCHANGE IN NEGOTIATED TRANSACTIONS. ALL INFORMATION ON THESE PURCHASES WILL BE PUBLISHED TO THE EXTENT REQUIRED UNDER THE LAWS OF THE FEDERAL REPUBLIC OF GERMANY OR ANOTHER RELEVANT JURISDICTION.
TO THE EXTENT ANY ANNOUNCEMENTS IN THIS DOCUMENT CONTAIN FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERIZED BY THE WORDS "WILL", EXPECT", "BELIEVE", "ESTIMATE", "INTEND", "AIM", "ASSUME" OR SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS THE INTENTIONS, OPINIONS OR CURRENT EXPECTATIONS AND ASSUMPTIONS OF TLG. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS, WHICH TLG HAS MADE TO THE BEST OF THEIR KNOWLEDGE, BUT WHICH THEY 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 TLG. THESE EXPECTATIONS AND FORWARD-LOOKING STATEMENTS CAN TURN OUT TO BE INCORRECT AND THE ACTUAL EVENTS OR CONSEQUENCES MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR EXPRESSED BY SUCH FORWARD-LOOKING STATEMENTS. TLG DOES NOT ASSUME AN OBLIGATION TO UPDATE THE FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE ACTUAL DEVELOPMENT OF INCIDENTS, BASIC CONDITIONS, ASSUMPTIONS OR OTHER FACTORS.
ABOUT TLG IMMOBILIEN AG
For over 25 years, the listed company TLG IMMOBILIEN AG has owned and rented out commercial properties in selected promising locations in Germany. The company continuously develops its portfolio and actively generates value through strategic investments and selected property acquisitions. The portfolio comprises mainly office properties in cities including Berlin, Dresden, Frankfurt/Main, Leipzig and Rostock. The properties of TLG IMMOBILIEN AG stand out not only due to their excellent locations but also because of their long-term rental or lease agreements. Its highly qualified employees guarantee extensive local market expertise at its individual locations.
20.10.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
TLG IMMOBILIEN AG
030 - 2470 - 50
030 - 2470 - 7337
Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart, Tradegate Exchange
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