Vonovia SE / Key word(s): Takeover/Offer
Vonovia SE: Business Combination Agreement; Offer for all outstanding shares in Deutsche Wohnen SE
24-May-2021 / 22:24 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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
Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse
Business Combination Agreement; Offer for all outstanding shares in Deutsche Wohnen SE
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.
This announcement is neither an offer to sell or purchase nor a solicitation of an offer to sell or purchase Deutsche Wohnen Shares. Moreover, this announcement is neither an offer to purchase nor a solicitation to purchase Vonovia SE shares. The final terms and further provisions regarding the takeover offer will be in the offer document once its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Vonovia SE reserves the right to deviate from the basic terms presented herein in the final terms and provisions. Investors and holders of Deutsche Wohnen Shares are strongly recommended to read the offer document and all other documents in connection with the public takeover offer as soon as they are published, as they will contain important information.
Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, a public takeover offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.
The offer is being made for the securities of a German company and is subject to German disclosure requirements, which are different from those of the United States. The offer will be made in the United States pursuant to the applicable US tender offer rules and otherwise in accordance with the requirements of German law. Accordingly, the offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the offer by a US holder of Deutsche Wohnen Shares may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Deutsche Wohnen Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the offer.
It may be difficult for US holders of Deutsche Wohnen Shares to enforce their rights and claims arising out of the US federal securities laws, since Vonovia SE and Deutsche Wohnen SE are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of Deutsche Wohnen Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, Vonovia SE or its brokers may purchase, or conclude agreements to purchase, Deutsche Wohnen Shares, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for Deutsche Wohnen Shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.
If 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 Vonovia SE. Such forward-looking statements are based on current plans, estimates and forecasts which Vonovia SE has made to the best of its knowledge, but which do not claim to be correct in the future (in particular where such forward looking information is in relation to matters outside the control of Vonovia SE. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Vonovia SE. 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. It is possible that Vonovia SE will change its intentions and assumptions reflected in the documents and announcements or in the yet to be published offer document after the publication of these documents, announcements or the offer document.
Head of Investor Relations
Telephone: +49(0)234 314 - 1629
Head of Corporate Communications
Telephone +49(0)234 314 - 1149
24-May-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de