NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
– Convenience Translation –
PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ – “WPÜG”) IN CONJUNCTION WITH SECTION 39 PARA. 2 SENT. 3 NO. 1 OF THE GERMAN STOCK EXCHANGE ACT (BÖRSENGESETZ – “BÖRSG”)
Deutsche Wohnen SE
Mecklenburgische Straße 57
registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) Charlottenburg under HRB 190322 B
GSW Immobilien AG
Mecklenburgische Straße 57
registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) Charlottenburg under HRB 125788 B
The offer document will be published on the Internet once such publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) at:
Today, on September 26, 2022, Deutsche Wohnen SE (the “Bidder”), with its registered office in Berlin, Germany, has decided to submit a public delisting tender offer (the “Delisting Offer”) pursuant to Section 39 para. 2 sent. 3 no. 1 BörsG in the form of a cash offer to the shareholders of GSW Immobilien AG (the “Company”), with its registered office in Berlin, Germany, to acquire all no-par value bearer shares in the Company, each with a notional interest in the share capital of EUR 1.00 (ISIN DE000GSW1111) (the “GSW Shares”), which are not already held by the Bidder to the statutory minimum price.
The offer will not be subject to any closing conditions.
The Delisting Offer will otherwise be made on the terms and conditions set forth in the offer document. To the extent legally permissible, the Bidder reserves the right to deviate from the basic information described herein.
The Bidder currently holds a share of approx. 94.02 % of the share capital of GSW Immobilien AG. The Company has undertaken towards the Bidder to apply for the revocation of the admission to trading of the GSW Shares on the Regulated Market (Regulierter Markt) (General Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (so-called Delisting) prior to the expiration of the acceptance period of the Delisting Offer.
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of the Company. The final terms and further provisions regarding the delisting tender offer will be disclosed in the offer document after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally permissible, the Bidder reserves the right to deviate in the final terms of the delisting tender offer from the basic information described herein. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the delisting tender offer as soon as they are published, since 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), the German Stock Exchange Act (Börsengesetz), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers with a limited number of shareholders whose place of residence, seat or place of habitual abode is in the United States of America. The offer will 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 offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in the Company 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 public tender offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction.
The Bidder reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany or any other 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 “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting together with the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which the Bidder and the persons acting together with the Bidder have 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 the Bidder or the persons acting together with the Bidder. 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. The Bidder and the persons acting together with the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.
Berlin, September 26, 2022
Deutsche Wohnen SE