Vienna (pta010/05.09.2016/08:40) - The Administrative Board and the Executive Directors of conwert Immobilien Invest SE ("conwert") and the Management Board of Vonovia SE ("Vonovia") signed a Business Combination Agreement ("BCA") today. Based on this agreement, Vonovia today announced its intention to launch a voluntary takeover offer in accordance with the Austrian Takeover Act for all outstanding conwert shares.
Vonovia plans to offer all conwert shareholders 74 Vonovia shares for each 149 conwert shares. This is equivalent to EUR 17.58 per conwert share based on Vonovia's closing price on Friday, 2 September 2016. With respect to the volume-weighted average price of the conwert share of the last six months, the premium amounts to 23.8%. The Vonovia share is listed on the German DAX and has high liquidity. As required by Austrian Law, Vonovia plans to offer a cash alternative of EUR 16.16 per conwert share.
Based on the planned takeover, Vonovia intends to merge the complementary property portfolios of the two companies. The company plans to keep conwert's Austrian residential property portfolio and conwert's headquarters in Vienna. The listing on the Vienna Stock Exchange will be maintained as well.
Subject to the legally required review and assessment duties, the Administrative Board takes a positive stance on the announced offer. The Administrative Board will comment on the offer in detail when the offer document in accordance with the Takeover Act has been published.
Alexander Proschofsky, Chairman of the Administrative Board of conwert, says: "Vonovia's offer underlines the successful development of conwert in the past year. In our opinion, the merger with Vonovia offers an attractive opportunity to further develop conwert's potential under a new umbrella. Subject to our review of the offer according to Austrian takeover law, we plan to recommend our shareholders to accept the offer."
Rolf Buch, CEO of Vonovia SE, adds: "The planned acquisition of conwert offers Vonovia a very good opportunity to extend its own portfolio in regions and metropolises that develop dynamically. We have an attractive offer for conwert shareholders and invite them to participate in our success story. In addition to the offer premium, conwert shareholders will also benefit from future synergies and a potentially higher dividend and payout ratio. Moreover, with the takeover of conwert, we will strengthen our market position in attractive regions of Germany and add Vienna to our profile as an attractive location. Thanks to our proven management platform, we are ideally placed to rapidly integrate conwert, equally benefiting shareholders and customers."
In addition, conwert has been informed that Adler Real Estate AG ("Adler") has committed to tendering the entire share Adler holds directly or indirectly in conwert as part of the share exchange offer (this commitment comprises roughly 26.2 million conwert shares). conwert has also committed to tender its treasury shares into the tender offer subject to legal review. Moreover, conwert has been informed that the Chairman of the Administrative Board of conwert, Alexander Proschofsky, intends to tender the conwert shares he holds directly and indirectly into the tender offer.
If the acquisition is successful, Vonovia will be granted the possibility to appoint a new Administrative Board. Vonovia will nominate the majority of the Administrative Board members and has committed to ensure that minority shareholders will also be adequately represented in the Administrative Board. Thus, Vonovia committed to support candidates nominated by the Administrative Board of conwert.
In case the offer is successful, all members of the Administrative Board would offer to resign and Vonovia would convene an extraordinary general meeting for the purpose appointing new members to the Administrative Board.
The closing of the takeover offer will be subject to the legal minimum acceptance level of 50% plus 1 share of all conwert shares as well as other customary closing conditions; further details will be included in the offer document, which is expected to be published on 17 November 2016.
This release contains forward-looking 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 realized at a later date, may differ from the forecasts presented here for a variety of reasons.