Vienna (pta006/12.02.2016/08:20) - -
+ Adler serves notice for an extraordinary general meeting in order to replace three of the four existing independent board members with three nominees
+ Adler also proposes that the Board should be reduced from a maximum of five currently down to four only
+ The resulting denomination of the Administrative Board by Adler could create substantial conflicts of interest, go against the principles of good corporate governance and potentially lead to a business combination that could discriminate against the majority of the conwert shareholders
+ conwert considers Adler's proposal to be a hostile action against the majority of conwert's shareholders
Vienna, 12 February 2016. Yesterday, conwert Immobilien Invest SE ("conwert") received the notice of the shareholder MountainPeak Trading Ltd (an affiliate of ADLER Real Estate Group; together "Adler") to convene an extraordinary general meeting. Adler is calling for the dismissal of three out of currently four independent members of the Administrative Board (it was expected that one additional board member for the vacant fifth seat would have been elected at the planned AGM in June). Adler then proposes the election of its three nominees as Administrative Board members. At the same time, Adler is requesting the reduction of the number of Administrative Board members from currently five to four. The Administrative Board and the Executive Board of conwert view this proposal to be a hostile action against conwert shareholders and reject it for the following reasons:
The current Administrative Board members are independent and have been appointed through to the years 2019 and 2020 respectively by a majority of shareholders. Between them, the Board members have in total over 100 years of experience and expertise in board positions and in the management and restructuring of real estate companies. Moreover, the board has good working knowledge of the German and Austrian real estate markets. conwert is well on-track with its strategy, which has been supported by Adler, and remains confident to achieve all its targets for 2015 and 2016.
Adler is proposing three candidates: Dirk Hoffmann, Chairman of the Supervisory Board of Adler and Hermann Wagner, Chairman of the Supervisory Board of DEMIRE Deutsche Mittelstand Real Estate AG. Adler and DEMIRE have at least one common major shareholder. The third candidate, Wijnand Donkers, is Industry Partner of the conwert shareholder Petrus Advisers LLP. If all three candidates were elected, then two minority shareholders would control the board and thus the company.
conwert believes that the reasons expressed for this drastic measure are unwarranted and incorrect. They are obviously a pretext. The current initiative of Adler strongly indicates that minority shareholders are seeking to gain control or domination of the Administrative Board. As Adler and conwert are directly competing in many areas, especially in the German real estate market, Adler dominating the Board could create substantial conflicts of interest and go against the principles of good corporate governance and the fundamentals of competition law.
Adler's debt leverage is one of the highest in the industry, whereas conwert has moderate leverage in line with the best in class industry peers. Based on this situation and past statements of Adler, it is feasible that Adler may propose some sort of combination with conwert, such as a merger or a sale of assets from Adler to conwert.
It is very important for conwert to ensure that no business combination occurs between Adler and conwert which is value dilutive or detrimental for the majority of conwert's shareholders. It is therefore in the best interest of the shareholders of conwert to continue to have an independent Board that is committed to thoroughly analysing any potential business combination proposal submitted by Adler or any other significant shareholder and its impact on the future of conwert, while taking a balanced view on the interests of all of conwert's shareholders.
The company will promptly inform the public of further formal steps, if any, as a consequence of the shareholders' request received yesterday and asks for all other shareholders' support to reject this attempt by Adler to gain control over conwert.
This release contains forward-looking estimates and statements that were made on the basis of the information available at this time. Forward-looking statements reflect the point of view at the time they are made. We would like to point out that the actual circumstances and, consequently, the actual results realised at a later date may differ from the forecasts presented here for a variety of reasons.(end)