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Federal Cartel Office approves combination of Vonovia and Deutsche Wohnen
Bochum, 28 June 2021 - Today, Germany's Federal Cartel Office has approved the planned combination of Vonovia SE with Deutsche Wohnen SE. The two companies announced their business combination on 24 May 2021, and the voluntary public takeover offer to the shareholders of Deutsche Wohnen SE was published on 23 June 2021. The combination will create a real estate company with a combined portfolio of more than 500,000 apartments in Germany. This represents a Germany-wide market share of under 2 percent. Also, at city and municipality level, the combined market shares are throughout in the non-critical range.
The approval of the Federal Cartel Office means that an essential closing condition of the takeover offer has been fulfilled. Provided that the remaining closing conditions are met, the takeover offer is expected to be completed at the end of August 2021.
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 € 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 SE ("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 important information.
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 United States.
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 identified by the words "expect", "believe", "estimate", "intend", "aim", "assume" and similar expressions. Such statements express the intentions, opinions or current expectations 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 do not purport to be correct in the future (this applies in particular to matters outside Vonovia SE's control). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond Vonovia SE's control. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that Vonovia SE will change its intentions and estimates reflected in documents or notices or in the offer document yet to be published after publication of the documents, notices or the offer document.