DGAP-News: Vonovia SE / Key word(s): Miscellaneous
Vonovia SE: Takeover offer for Deutsche Wohnen - minimum shareholder approval of 50% not expected to be reached (news
with additional features)
2021-07-23 / 17:41
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Takeover offer for Deutsche Wohnen - minimum shareholder approval of 50% not expected to be reached
- Approval rate is currently 47.62 percent
- Promise to Vonovia's tenants in Berlin still applies: limit on rent increases until 2026. In addition, focus on new
construction and continue talks about the sale of apartments to the state of Berlin
Bochum, 23 July 2021 - The public takeover offer from Vonovia SE ("Vonovia") for Deutsche Wohnen SE ("Deutsche Wohnen")
is unlikely to have received the necessary approval from Deutsche Wohnen shareholders by the end of the voting period
on 21 July 2021. At the current count (taking into account the Deutsche Wohnen shares already held by Vonovia),
approximately 47.62% of the Deutsche Wohnen shares have been tendered. By the end of the rebooking period, today at
6pm, there will likely not be any further significant bookings. Therefore, a key condition for the completion of the
Offer will probably not be fulfilled. A significant proportion of Deutsche Wohnen's shareholders are currently hedge
funds and, in addition, index funds, which are only allowed to trade once the minimum acceptance quota has been reached
and all closing conditions have been met. The final result is expected to be published 26 July 2021.
Rolf Buch, Chairman of the Management Board of Vonovia: "We have received broad support for our proposal to combine
Deutsche Wohnen with Vonovia. We maintain that a combination of the two companies makes a lot of sense, both
economically and socio-politically, and is the most effective solution to the major challenges facing the housing
market. Unfortunately, an insufficient proportion of the current shareholders of Deutsche Wohnen have turned in their
Vonovia continues to view the combination of the two companies as strategically compelling. "We will now carefully
examine all options available, including for example the sale of Deutsche Wohnen shares already owned by Vonovia, the
launch of another public offer or the purchase of additional Deutsche Wohnen shares," says Rolf Buch.
Promise to Vonovia's tenants in Berlin still applies: limit on rent increases until 2026.
As part of the public takeover bid and in the event of a combination, Vonovia and Deutsche Wohnen provided the state of
Berlin a comprehensive offer. This provided for a limit on rent increases; a promise to build new apartments in Berlin,
especially for young families; and the offer to contribute apartments from the current portfolio to expand the
municipal housing stock.
Rolf Buch: "As market leader, we take our social responsibility and our dependability seriously. Therefore, we will
continue our talks with the state of Berlin, as far as this is possible on our own, even without the combination with
Deutsche Wohnen. Our tenants can fully rely on the announced limit to rent increases until 2026. We will also continue
to discuss the other aspects of the offer - the construction of new apartments and the offer for Berlin to be able to
acquire housing stock - with the relevant parties."
Vonovia SE is Europe's leading private residential real estate company. Vonovia currently owns around 415,000
residential units in all attractive cities and regions in Germany, Sweden and Austria. It also manages around 72,500
apartments. Its portfolio is worth approximately EUR 59.0 billion. As a modern service provider, Vonovia focuses on
customer orientation and tenant satisfaction. Offering tenants affordable, attractive and livable homes is a
prerequisite for the company's successful development. Therefore, Vonovia makes long-term investments in the
maintenance, modernization and senior-friendly conversion of its properties. The company is also creating more and more
new apartments by realizing infill developments and adding to existing buildings.
The company, which is based in Bochum, has been listed on the stock exchange since 2013. Since September 2015 Vonovia
has been a constituent in the DAX 30 and since September 2020 in the EURO STOXX 50. Vonovia SE is also a constituent of
additional national and international indices, including DAX 50 ESG, Dow Jones Sustainability Index Europe, STOXX
Global ESG Leaders, EURO STOXX ESG Leaders 50, STOXX Europe ESG Leaders 50, FTSE EPRA/NAREIT Developed Europe, and GPR
250 World. Vonovia has a workforce of more than 10,000 employees.
Approval: Regulated Market/Prime Standard, Frankfurt Stock Exchange
Common code: 094567408
Registered headquarters of Vonovia SE: Bochum, Germany, Bochum Local Court, HRB 16879
Business address of Vonovia SE: Universitaetsstrasse 133, 44803 Bochum, Germany
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Deutsche Wohnen. The
terms and conditions of the takeover offer, as well as further provisions concerning the takeover offer, are published
in the offer document, the publication of which has been permitted by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of shares in Deutsche Wohnen are
strongly advised to read the offer document and all other documents regarding the takeover offer, as they contain
The offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of
Germany governing the conduct of such an offer. Deutsche Wohnen shareholders who are residents of the United States
should note that the tender offer is being made with respect to securities of a company that is a foreign private
issuer within the meaning of Rule 3b-4 under the Securities Exchange Act of 1934 as amended (the "Exchange Act"), and
whose shares are not registered under Section 12 of the Exchange Act.
With respect to Deutsche Wohnen shareholders in the United States the tender offer is being made on the basis of the
so-called "Tier II" exemption. This "Tier II" exemption allows a Bidder to comply with certain material and procedural
requirements of the Exchange Act applicable to tender offers by complying with the law or practice of its home
jurisdiction and exempts the Bidder from compliance with certain other requirements. As a result, the tender offer is
principally subject to disclosure requirements and other procedural requirements (e.g. with respect to withdrawal
rights, acceptance period, settlement, and timing of payments) of the Federal Republic of Germany, which differ not
insignificantly from the corresponding U.S. laws.
The Bidder and its affiliates or brokers (acting as agents of the Bidder or its affiliates, if any) may, to the extent
permitted by applicable laws or regulations, directly or indirectly acquire shares in Deutsche Wohnen or enter into
agreements to acquire shares outside of the public tender offer before, during or after the term of the offer. This
also applies to other securities convertible into, exchangeable for or exercisable for shares of Deutsche Wohnen. These
purchases may be concluded via the stock exchange at market prices or outside the stock exchange on negotiated terms.
If such purchases or agreements to purchase are made, they will be made outside the United States and will comply with
applicable law, including, to the extent applicable, the Exchange Act. All information regarding such purchases will be
disclosed in accordance with the laws or regulations applicable in Germany or any other relevant jurisdiction and on
the website of the Bidder at https://en.vonovia-st.de/. To the extent that information on such purchases or purchase
agreements is published in Germany, such information shall also be deemed to be publicly disclosed in the United
States. In addition, the financial advisors of the Bidder may also act in the ordinary course of trading in securities
of the Company, which may include purchases or agreements to purchase such securities.
Shareholders of Deutsche Wohnen, domiciled or habitually resident in the United States ("U.S. Shareholders") may face
difficulties in enforcing their rights and claims under U.S. federal securities laws because both Deutsche Wohnen and
Vonovia are domiciled outside the United States and all of their respective directors and officers are domiciled
outside the United States. U.S. shareholders may not be able to sue a company incorporated outside the United States or
its directors and officers in a court outside the United States for violations of U.S. securities laws. Furthermore,
difficulties may arise in enforcing judgments of a U.S. court against a company with its registered office outside the
The receipt of cash pursuant to the offer by a U.S. Shareholder may be a taxable transaction for U.S. 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 their independent professional advisor immediately regarding the tax consequences of
the acceptance of the offer. Neither Vonovia nor the persons acting jointly with Vonovia within the meaning of Section
2 para. 5 WpÜG nor its or their respective directors, officers or employees assume any responsibility for any tax
consequences or liabilities resulting from an acceptance of the offer.
To the extent that this document contains forward-looking statements, they are not statements of fact and are
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July 23, 2021 11:41 ET (15:41 GMT)