Deutsche Wohnen is planning a cash offer price of 11.50 euros per conwert share for all outstanding shares Bonus of approximately 21.5 percent on the volume-weighted average price during last 6 months of conwert shares Haselsteiner Family Private Foundation as well as Karl Ehlerding and family have committed to sell about 25 percent of their direct and indirect interests in conwert under the offer Good strategic fit of the German residential portfolio in the focus on metropolitan regions

 

By Deutsche Wohnen Conwert will receive unparalleled access to the equity and debt market Offer provides a minimum threshold of 50 percent +1 shares of all outstanding shares for acceptance Offer also includes the output of conwert convertible bonds Planned simultaneous delivery of an anticipatory mandatory offer for the outstanding shares of ECO, a subsidiary of Conwert


Berlin, February 15, 2015. The German Wohnen PLC ("Deutsche Wohnen") announced today that based on the resolutions of the Executive Board and the Supervisory Board, a voluntary public tender offer for the outstanding shares and convertible bonds of conwert Immobilien Invest SE ("conwert ") is intended to be issued. German Living, one of the leading listed real estate companies in Germany and Europe, plans a cash offer price of 11.50 euros per conwert share for all outstanding shares. The largest conwert shareholder, the Haselsteiner Family Private Foundation ("HFP"), supports the takeover bid by Deutsche Wohnen. The HFP has committed to participate with a direct and indirect share of around 19 per cent of the share capital of the tender offer. So they reduced their share of Conwert to 5.1 percent (fully diluted). In addition to the HFP also the investor Karl Ehlerding as well as members of the Ehlerding family have committed their shares and options and thus 6.6 percent of outstanding shares for sale under the Tender Offer (including 1.2 percent in the grace period) .The Deutsche Wohnen wants to take over the strategic management of Conwert with the today announced takeover bid and therefore seeks a majority position. Accordingly, the offer is subject to the condition that 50 percent + 1 share of the outstanding shares are tendered.
Michael Zahn, CEO of Deutsche Wohnen, said: "Conwert faces major challenges after difficult years. We want to be a strong partner and reposition the company operationally and financially. The shareholders are made a fair offer. We are pleased that two major shareholders will participate with their shares in the cash offer. "


conwert will evaluate the tender offer of Deutsche Wohnen to shareholders

The Austrian ATX-traded conwert Immobilien Invest SE announced on February 16, 2015 that the Board of Directors and the Executive Board have taken note of the intention of the Deutsche Wohnens note of a tender offer to acquire the entire share capital of conwert at a price of 11,50€ per share in cash.

If the German Wohnen AG makes this bid, it will undergo a thorough examination of the conwert Board of Directors.

Press Releases:
German Living: http://ir.deutsche-wohnen.com/deuwo/pdf/angebot2/20150215_CN_Freiwilliges_oeffentliches_Uebernahmeangebot_Conwert.pdf
conwert: http://www.conwert.com/sites/default/files/pi_conwert.wird_.das_.uebernahmeangebot.von_.deutsche.wohnen.genau_.evaluieren_16-feb-2015.pdf
Picture Source: Deutsche Wohnen, Headquarter Berlin http://www.deutsche-wohnen.com/images/content/Hauptniederlassung_Berlin_Deutsche_Wohnen.jpg